Exhibit 10.1

THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 28, 2021, by and among (i) Clearwater Analytics Holdings, Inc., a Delaware corporation (the “Corporation”), and (ii) the Persons set forth from time to time on the “Schedule of Holders” set forth on Annex A attached hereto (each a “Holder” and collectively, the “Holders”), including the Persons identified thereon as (A) Institutional Holders (each, a “Institutional Holder” and collectively, the “Institutional Holders”), (B) Parent Investors (each, a “Parent Investor” and collectively, the “Parent Investors”), (C) Galibier Purchaser LLC (the “Permira Investor”), (D) WP CA Holdco, L.P. (the “Warburg Investor”), and (E) Security Holders (each, a “Security Holder” and collectively, the “Security Holders”). Unless otherwise provided in this Agreement, capitalized terms shall have the meanings set forth in Section 11.

WHEREAS, in connection with the Initial Public Offering, the Holders contemplate the organization of a corporation and reorganization or recapitalization of the Company.

WHEREAS, Carbon Analytics Holdings LLC, a Delaware limited liability company ((now known as CWAN Holdings, LLC) the “Company”), formed the Corporation as the corporate successor to the Company for purposes of such Initial Public Offering.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Demand Registrations.

(a) Demand. At any time after the six-month anniversary of the effective date of the registration statement for the Initial Public Offering of the Corporation’s equity securities, each of (i) the Holders of a majority of the Registrable Securities then held by the Institutional Holders (the “Requisite Institutional Holders”) (a “Requisite Investor Demand Right”), (ii) the Parent Investors, (iii) the Permira Investor (a “Permira Investor Demand Right”), or (iv) the Warburg Investor (a “Warburg Investor Demand Right”) may request from the Corporation registration under the Securities Act of 1933, as amended (the “Securities Act”) of all or any portion of their Registrable Securities, the aggregate offering price to the public of which is expected to exceed the lesser of (a) $50,000,000 and (b) the Initiating Holder’s (as defined below) remaining shares of Common Stock, on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”), including pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and (if the Corporation is a WKSI at the time any such request is submitted to the Corporation or will become one by the time of the filing of such Shelf Registration) that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations”. Each such request by the Holders requesting such registration (the “Initiating Holders”) shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering, if any. Within ten (10) days after receipt of any such request, the Corporation shall give written notice of such requested registration to all other holders

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of Registrable Securities and, subject to Sections 1(c), 1(d), 1(f) and 1(i), shall include in such Long-Form Registration or Short-Form Registration all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within ten (10) days after the receipt of the Corporation’s notice. The Corporation shall not be obligated to effect any Long-Form Registration with respect to Registrable Securities which may be registered pursuant to a Short-Form Registration.

(b) Short-Form Registrations. After the Corporation has become subject to the reporting requirements of the Securities Exchange Act, the Corporation shall use commercially reasonable efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. If the Corporation, pursuant to the request of the Parent Investors, the Requisite Institutional Holders, Permira Investor or Warburg Investor, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Corporation shall use commercially reasonable efforts to cause the Required Registration (or a successor Required Registration) to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Corporation shall cause such Required Registration to remain effective for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold pursuant to the Required Registration, and (ii) the date as of which the Holder(s) of the Registrable Securities included in such registration (assuming such Holder(s) are affiliates of the Corporation) are able to sell all of the Registrable Securities then-owned by such Holder(s) and its respective affiliates within a 90-day period in compliance with Rule 144 under the Securities Act.

(c) Restrictions on Registrations.

(i) The Parent Investors will be entitled to request an unlimited number of Demand Registrations and offerings in which the Corporation will pay all Registration Expenses, whether or not any such registration is consummated.

(ii) The Corporation shall not be obligated to effect, or to take any action to effect, any registration or offering pursuant to this Section 1:

(A) in connection with any Permira Investor Demand Right, after the Corporation has effected two (2) such Demand Registrations or offerings (including Shelf Offerings) in the aggregate, in each case that relates to an underwritten offering, on behalf of the Permira Investor pursuant to this Section 1 (counting for these purposes only registrations or offerings which have been declared or ordered effective and which the Company has not suspended, withdrawn or terminated, prior to the sale of at least 75% of Permira Investor’s Registrable Securities registered or offered thereunder) (it being understood that a Public Sale as a part of the Initial Public Offering shall not count against the registrations and offerings hereunder);

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(B) in connection with any Warburg Investor Demand Right, after the Corporation has effected two (2) such Demand Registrations or offerings (including Shelf Offerings) in the aggregate, in each case that relates to an underwritten offering, on behalf of the Warburg Investor pursuant to this Section 1 (counting for these purposes only registrations or offerings which have been declared or ordered effective and which the Company has not suspended, withdrawn or terminated, prior to the sale of at least 75% of Warburg Investor’s Registrable Securities registered or offered thereunder) (it being understood that a Public Sale as a part of the Initial Public Offering shall not count against the registrations and offerings hereunder);

(C) in connection with any Requisite Investor Demand Right, after the Corporation has effected two (2) such Demand Registrations or offerings (including Shelf Offerings) in the aggregate, in each case that relates to an underwritten offering, on behalf of the Requisite Institutional Investors pursuant to this Section 1 (counting for these purposes only registrations or offerings which have been declared or ordered effective and which the Company has not suspended, withdrawn or terminated, prior to the sale of at least 75% of the Requisite Institutional Investors’ Registrable Securities registered or offered thereunder) (it being understood that a Public Sale as a part of the Initial Public Offering shall not count against the registrations and offerings hereunder); or

(D) during the period starting with the date sixty (60) days prior to the Corporation’s good faith estimate of the date of filing of, and ending on a date that is (x) one hundred eighty (180) days after the effective date (in the case of a Long-Form Registration) or (y) ninety (90) days after the effective date (in the case of a Short-Form Registration) of, a registration, provided that the Corporation is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.

(d) Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriters advise the Corporation in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities to be included in such registration, then the Corporation shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder.

(e) Delayed Registration. If the Corporation shall furnish to the Initiating Holders a certificate signed by the President or Chief Executive Officer of the Corporation stating that in the good faith judgment of the Board of Directors of the Corporation it would be materially detrimental to the Corporation for such registration statement to be filed in the near future and that it is therefore in the best interests of the Corporation to defer the filing of such registration statement, the Corporation shall have the right to defer such filing for the period during which such disclosure would be materially detrimental, provided that the Corporation may not defer such filing for a period of more than one hundred eighty (180) days in any twelve-month period and no more than two (2) separate black-out periods in a twelve month period.

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(f) Selection of Underwriters. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation as a part of their request made pursuant to Section 1(a) or Section 1(i) and the Corporation shall include such information in the written notice referred to in Section 1(a) or Section 1(i). The Initiating Holders holding a majority of the Registrable Securities included in any Demand Registration shall have the right to select the investment banker(s) and manager(s) to administer the offering, subject to the prior written consent of the Corporation (not to be unreasonably withheld, delayed or conditioned). In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall, together with the Corporation, enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.

(g) Other Registration Rights. Except as provided in this Agreement, the Corporation shall not grant to any Persons the right to request the Corporation to register any equity securities of the Corporation, or any securities, options, or rights convertible or exchangeable into or exercisable for such equity securities, without the prior written consent of the Holders of a majority of the Registrable Securities.

(h) Obligations of Holders of Registrable Securities. Subject to the Corporation’s obligations under Section 4(e), each Holder of Registrable Securities shall cease using any prospectus after receipt of written notice from the Corporation of the happening of any event as a result of which such prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made or is otherwise not legally available to support sales of Registrable Securities.

(i) Shelf Registrations.

(i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, any of the Parent Investors, the Requisite Institutional Holders, the Permira Investor and/or the Warburg Investor will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering, provided that the aggregate anticipated offering price of each underwritten offering is expected to be at least $50,000,000 of (or, if less, all of such Holder(s)’ and its respective affiliates’)) Registrable Securities (“Shelf Registrable Securities”). If any of the Parent Investors, the Requisite Institutional Holders, Permira Investor and/or Warburg Investor desire to sell Registrable Securities pursuant to an underwritten offering, such holders shall deliver to the Corporation a written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that such holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than five (5) Business Days after receipt of a Shelf Offering Notice, the Corporation will give written notice of such Shelf Offering

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Notice to all other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering. The Corporation, subject to Section 1(d) and Section 7, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Corporation has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within three (3) Business Days after the receipt of the Shelf Offering Notice. The Corporation will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(d), use its reasonable best efforts to consummate such Shelf Offering.

(ii) Notwithstanding the foregoing, if any of the Parent Investors, the Requisite Institutional Holders, the Permira Investor and/or the Warburg Investor wish to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), then, notwithstanding the foregoing time periods, such Initiating Holders only needs to notify the Corporation of the block trade Shelf Offering two (2) Business Days prior to the day such offering is to commence (unless a longer period is agreed to by the Initiating Holders wishing to engage in the underwritten block trade) and the Corporation shall promptly notify the other Institutional Holders, the Parent Investor, the Permira Investor or the Warburg Investor, as applicable (each, a “Potential Participant”) and such Potential Participants must elect whether or not to participate by the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by such Initiating Holders wishing to engage in the underwritten block trade) and the Corporation shall as expeditiously as possible use its reasonable best efforts to facilitate such offering (which may close as early as two (2) Business Days after the date it commences); provided, however, that such Initiating Holders shall use commercially reasonable efforts to work with the Corporation and the underwriters prior to making such request to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade; provided, further, that, notwithstanding anything herein to the contrary, on and following the later of (i) the three-year anniversary of the Initial Public Offering and (ii) the date upon which the holders of Registrable Securities and their Affiliates collectively own less than 30% of the outstanding shares of Common Stock (after giving effect to the exchange and/or conversion of any shares of Class B Common Stock, Class C Common Stock, Class D Common Stock and/or Units), without the consent of the Initiating Holder of an underwritten block trade, no notice shall be given to any other Holder of such underwritten block trade, no Holder other than the Initiating Holder shall have the right to participate in such underwritten block trade, the Holders shall not be subject to Sections 3(a) or (b) in connection with such underwritten block trade (other than the Holder(s) participating in such underwritten block trade) and the Company shall not be subject to Section 3(c) in connection with such underwritten block trade to the extent the Company’s participation in a public offering or distribution is necessary or desirable to effectuate the rights of the Holders herein.

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(iii) All determinations as to whether to complete any Shelf Offering and as to the timing, manner, price and other terms of any Shelf Offering contemplated by this Section 1(i) shall be determined, except as otherwise set forth in this Agreement, by the Initiating Holders, and the Corporation shall use its reasonable best efforts to cause any Shelf Offering to occur as promptly as practicable.

(j) Confidentiality. Each Holder agrees to treat as confidential the receipt of any notice under this Agreement (including any notices related to a Demand Registration, a Shelf Offering or Shelf Offering Notice, a Piggyback Registration (as defined below), or a delay (or suspension of the effectiveness) of a Demand Registration or Shelf Registration or a registration statement or other filing in connection therewith) and the information contained therein, and not to disclose or use the information contained in any such notice (or the existence thereof) without the prior written consent of the Company or Corporation, as applicable, until such time as the information contained therein is or becomes available to the public generally (other than as a result of disclosure by such Holder in breach of the terms of this Agreement); provided, that, no such written consent shall be required (and each party shall be free to release such information) for disclosures (a) to each party’s Affiliates and its and their respective representatives, agents and professional advisors, in each case so long as such Persons agree to keep such information confidential, (b) to the extent required by law, rule or regulation or (c) expressly permitted by this Agreement.

2. Piggyback Registrations.

(a) Right to Piggyback. Whenever the Corporation proposes to register any of its equity securities (including any proposed registration of the Corporation’s equity securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration or Shelf Offering, which are addressed by Section 1, (ii) in connection with an Initial Public Offering of the Corporation’s equity securities, or (iii) in connection with registrations on Form S-4, S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (each, a “Piggyback Registration”), the Corporation shall give prompt written notice (and in any event within three (3) Business Days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all Holders then holding any Registrable Securities of its intention to effect such a registration and shall include in such registration all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within ten (10) days after the receipt of the Corporation’s notice. Notwithstanding anything contained herein to the contrary, if any Institutional Holder participates in an Initial Public Offering, each of the Permira Investor or Warburg Investor shall be entitled to participate in such Initial Public Offering on a pro rata basis based on the number of shares of Common Stock owned in accordance with the provisions of this Section 2.

(b) Piggyback Expenses. The Registration Expenses of the Holders of Registrable Securities shall be paid by the Corporation in all Piggyback Registrations, whether or not any such registration is consummated.

(c) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Corporation, and the managing underwriters advise the Corporation in writing that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Corporation, then the Corporation shall include in

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such registration, (i) first, the securities the Corporation proposes to sell that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, (ii) second, the Registrable Securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any), pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder, and (iii) third, the Other Securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any).

(d) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of Other Holders (it being understood that secondary registrations on behalf of Holders of Registrable Securities are addressed in Section 1 rather than this Section 2(d)), and the managing underwriters advise the Corporation in writing that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities to be included in such registration, then the Corporation shall include in such registration, (i) first, the Other Securities requested to be included therein by the Other Holders requesting such registration and the Registrable Securities requested to be included in such registration, in each case that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any), pro rata among the holders of such Other Securities and the holders of such Registrable Securities on the basis of the number of shares of Common Stock owned by each such holder, and (ii) second, the other securities requested to be included in such registration that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering (if any).

(e) Other Registrations. If the Corporation has previously filed a registration statement with respect to Registrable Securities pursuant to Section 1 or pursuant to this Section 2, and if such previous registration has not been withdrawn or abandoned, then, unless such previous registration is a Required Registration, the Corporation shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least one hundred eighty (180) days has elapsed from the effective date of such previous registration.

3. Lockup Agreements; Transfers; Legend; Coordination.

(a) Prohibited Actions during Holdback Period. Each Holder agrees that in connection with the Corporation’s Initial Public Offering and any Demand Registration or Piggyback Registration that is an underwritten public offering of the Corporation’s equity securities, such Holder shall not (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Corporation (including equity securities of the Corporation that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), or any securities, options, or rights convertible into or exchangeable or exercisable for Securities (collectively, “Other Equity Securities”), (ii) enter into a transaction which would have the same effect as any action described

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in clause (i) of this Section 3(a), (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other Equity Securities, whether such transaction is to be settled by delivery of such Securities, Other Equity Securities, in cash or otherwise, or (iv) publicly disclose the intention to enter into any transaction described in clauses (i), (ii) or (iii) of this Section 3(a), from the date on which the Corporation gives notice to the holders of Registrable Securities that a preliminary prospectus has been circulated for such underwritten public offering to the date that is 180-days following the date of the final prospectus for such underwritten Initial Public Offering and 90-days in the case of any registration other than an Initial Public Offering (or such shorter period as agreed to by the underwriters designated as “book-runners” managing such registered public offering), unless such book-runners otherwise agree in writing (each such period, referred to herein as a “Holdback Period”); provided, that the foregoing restriction shall not apply to any pledge or other granting of a security interest (and any related foreclosure or exercise of remedies by the lender(s) or any third party purchaser following such foreclosure or exercise of remedies) in any Securities to one or more lenders pursuant to any Permitted Financing by any Specified Investor. The Corporation may impose stop-transfer instructions with respect to its securities that are subject to the foregoing restriction until the end of such period.

(b) Lockup Agreements, etc. In connection with any underwritten public offering of the Corporation’s equity securities, each holder of Registrable Securities agrees to enter into any holdback, lockup or similar agreement requested by the underwriters managing such registered public offering that the holders of a majority of the Registrable Securities agree to enter into; provided, any such holdback, lockup or similar agreement with a Specified Investor shall provide a carve-out substantially similar to that provided in Section 3(a) above with respect to a Permitted Financing and (ii) the relevant holdback or lockup period in any such holdback, lockup or similar agreement with a Specified Investor shall not exceed the corresponding Holdback Period that applies to such offering.

(c) Limitation on Public Sales and Distributions. The Corporation (i) shall not effect any public sale or distribution of its equity securities, or any securities, options, or rights convertible into or exchangeable or exercisable for such equity securities, during the seven (7) days prior to and during the 180-day period (in the case of the Initial Public Offering) or 90-day period (in the case of any registration other than an Initial Public Offering) (or such shorter period as agreed to by the underwriters designated as “book-runners” managing such registered public offering) beginning on the effective date or pricing date of any underwritten Demand Registration, Piggyback Registration or Shelf Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree, and (ii) to the extent not inconsistent with applicable law, except as otherwise permitted by the holders of a majority of the Registrable Securities, shall cause each holder of its equity securities, or any securities convertible into or exchangeable or exercisable for equity securities, purchased from the Corporation at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

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(d) Transfer of Registration Rights. The rights to cause the Corporation to register or offer Registrable Securities pursuant to this Agreement may be Transferred (but only with all related obligations) by a Holder to a Transferee or assignee of such securities in connection with a Transfer permitted under the LLC Agreement (other than with respect to a Transfer in connection with a Public Sale or an Approved Sale) and, if such Transfer is following the Initial Public Offering, such Transfer is with respect to at least ten percent (10%) of the outstanding shares of Common Stock of the Corporation; provided that, prior to Transferring any Registrable Securities to any Person (including by operation of law), the Holder effecting such Transfer shall cause the prospective Transferee to execute and deliver to the Company or the Corporation, as applicable, a counterpart of this Agreement agreeing to be bound by the terms hereof; provided, further, that the Corporation’s obligation to register or offer Registrable Securities under this Agreement by a Holder Transferring its Registrable Securities shall not be increased or expanded due to such Transfer, and the transferor and transferee will be treated collectively for purposes of determining the number of demand rights or offerings that may be exercised by such Holders.

(e) Legend. Each certificate evidencing any Securities or Other Securities held by a Holder and each certificate issued in exchange for or upon the Transfer of any such securities (unless such securities are permitted to be Transferred pursuant to this Agreement and, if such securities were Registrable Securities, would no longer be Registrable Securities after such Transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN AN AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF NOVEMBER 2, 2020 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S HOLDERS, AS AMENDED. A COPY OF SUCH REGISTRATION RIGHTS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

The Corporation shall imprint such legend on certificates evidencing Securities and Other Securities outstanding prior to the date hereof. The legend set forth above shall be removed from the certificates evidencing any securities which are Transferred in accordance with Rule 144 of the Securities Act, provided that the Corporation may request reasonable evidence (including a legal opinion) of compliance with applicable securities laws. The Company will reasonably cooperate with and assist the Parent Investors, Permira Investor or Warburg Investor, and the Company’s transfer agent to facilitate any in-kind distribution in the manner reasonably requested by such investors (including the delivery of instruction letters by the Company or its counsel to the Company’s transfer agent, the delivery of customary legal opinions by counsel to the Company and the delivery of Registrable Securities without restrictive legends, to the extent no longer applicable).

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(f) Coordination. Each of the Parent Investors, the Institutional Holders, the Permira Investor and Warburg Investor agrees that any such Holder wishing to dispose of or otherwise transfer any Registrable Securities pursuant to a registered public offering within the first eighteen (18) months following the Initial Public Offering shall use commercially reasonable efforts to consult and coordinate with the Corporation prior to taking such action.

4. Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered or offered pursuant to this Agreement, the Corporation shall use commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Corporation shall as expeditiously as possible:

(a) prepare and, within sixty (60) days after the end of the period within which requests for registration may be given to the Corporation, file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective as soon as practicable thereafter, in each case in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder; provided that, before filing a registration statement or prospectus or any amendments or supplements thereto, the Corporation shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement, copies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel;

(b) notify in writing each Holder that holds any Registrable Securities covered by the applicable registration (the “Participating Holders”) of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than one hundred eighty (180) days or other period required herein (or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c) furnish to each Participating Holder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each free-writing prospectus (as defined in Rule 405 of the Securities Act) and such other documents as such Participating Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Participating Holder;

(d) use commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Participating Holders reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable such Participating Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by the Participating Holders (provided that the Corporation shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4(d), (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction);

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(e) promptly notify in writing each Participating Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement (i) contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made or (ii) is otherwise not legally available to support sales of Registrable Securities, and, at the request of the holders of a majority of the Registrable Securities covered by such registration statement, the Corporation shall promptly prepare and furnish to each such Participating Holder a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made;

(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Corporation are then listed;

(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(h) enter into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of Registrable Securities (including, in the case of an underwritten offering in which the aggregate offering price to the public is expected to exceed $50,000,000, participation in “road shows,” investor presentations and marketing events);

(i) make available for inspection by any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant, or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, and cause the Corporation’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such underwriter, attorney, accountant, or agent in connection with such registration statement and assist and, at the request of any participating underwriter, use commercially reasonable efforts to cause such officers or directors to participate in presentations to prospective purchasers;

(j) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Corporation’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

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(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, the Corporation shall use commercially reasonable efforts promptly to obtain the withdrawal of such order;

(l) use commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Participating Holders thereof to consummate the disposition of such Registrable Securities;

(m) take all reasonable actions to ensure that any free-writing prospectus utilized in connection with any Demand Registration or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(n) obtain one or more “cold comfort” letters, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement and addressed to the underwriters), from the Corporation’s independent public accountants in customary form and covering such matters of the type customarily covered by such letters as the holders of a majority of the Registrable Securities being sold in such registered offering reasonably request; and

(o) provide a legal opinion of the Corporation’s outside counsel, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement and addressed to the underwriters), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature.

(p) with a view to making available the benefits of certain rules and regulations of the Securities Exchange Commission which may permit the sale of restricted securities to the public without registration, the Company agrees to:

(i) use its reasonable best efforts to make and keep public information available as those terms are understood and defined in Rule 144, at all times from and after ninety (90) days following the effective date of the registration statement with respect to an initial public offering;

(ii) use its reasonable best efforts to file with the Securities Exchange Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it has become subject to such reporting requirements; and

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(iii) so long as the Holders own any Registrable Securities, furnish to the Holders upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date of the registration statement with respect to an initial public offering) and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements).

If requested by any Specified Investor, the Company will use commercially reasonable efforts to provide the following cooperation in connection with such Specified Investor obtaining or maintaining Permitted Financing:

(A) entering into an (or modifying, amending or restating any existing) issuer agreement (an “Issuer Agreement”) with each lender to such Permitted Financing in customary form;

(iv) when eligible to do so under applicable securities laws and the procedures and policies of the Company’s transfer agent and (if applicable) The Depository Trust Company, (A) remove any restrictive legends on certificates representing pledged Collateral and depositing such pledged Collateral in book-entry form on the books of The Depository Trust Company or (B) without limiting the generality of clause (A), if such Collateral is eligible for resale under Rule 144A, depositing such pledged Collateral in book entry form on the books of The Depository Trust Company or other depository with customary Rule 144A restrictive legends in lieu of the legends specified in this Agreement and the LLC Agreement (provided, that, in each case, any limitations on transfer set forth in this Agreement and the LLC Agreement shall continue to apply in accordance with their respective terms);

(v) if so requested by such Specified Investor, (A) issuing physical certificates with respect to such Collateral and/or (B) re-registering the pledged Collateral in the name of the relevant lender, custodian or similar party to a Permitted Financing, with respect to Permitted Financings solely as securities intermediary and only to the extent such Specified Investor or its Affiliates or designees continues to beneficially own such pledged Collateral;

(vi) if so requested by such Specified Investor, using commercially reasonable efforts to include exceptions to any underwriters’ lock-ups to allow for the incurrence and/or maintenance of a Permitted Financing and any exercise of remedies by lenders thereunder; and

(vii) such other cooperation and assistance as such Specified Investor may reasonably request (which cooperation and assistance, for the avoidance of doubt, shall not include any requirements that the Company deliver information, compliance certificates or any other materials typically provided by borrowers to lenders) that will not unreasonably disrupt the operation of the Company’s business.

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5. Registration Expenses.

(a) Registration Expenses Generally. All expenses incident to the Corporation’s performance of or compliance with this Agreement, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, travel expenses, filing expenses, messenger and delivery expenses, fees and disbursements of custodians, fees and disbursements of counsel for the Corporation, fees and disbursements of counsel for the Holders to the extent set forth in Section 5(b), and fees and disbursements of all independent certified public accountants (in each case, excluding Selling Expenses), and other Persons retained by the Corporation (all such expenses being herein called “Registration Expenses”), shall be paid by the Corporation, and the Corporation shall, in any event, pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance, and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Corporation are then listed. All Selling Expenses relating to securities so registered shall be borne by the Holders of such securities pro rata on the basis of the number of securities so registered on their behalf.

(b) Reimbursement of Fees of Counsel. In connection with each Demand Registration, each Piggyback Registration and each Shelf Offering, the Corporation shall reimburse the holders of Registrable Securities included in such registration or offering for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration or offering; provided, that if the Parent Investors, the Permira Investor or the Warburg Investor is selling Registrable Securities in such registration or offering and such holders desire separate counsel from the counsel chosen by the holders of a majority of the Registrable Securities included in such registration or offering, the Corporation shall reimburse the Parent Investors, the Permira Investor or the Warburg Investor, as applicable, for its reasonable fees and disbursements of one counsel for the Parent Investors and one counsel for both of the Permira Investor and the Warburg Investor (to be selected jointly by the Permira Investor and the Warburg Investor if selling in the same registration or offering and with such fees and disbursements not to exceed $50,000 in the aggregate for both of the Permira Investor or the Warburg Investor taken together).

6. Indemnification.

(a) Indemnification of Holders and Underwriters. The Corporation agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its officers, directors, advisors, agents, and employees, and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof), whether joint and several or several, together with reasonable costs and expenses (including reasonable attorney’s fees) to which any such indemnified party may become subject under the Securities Act or otherwise (collectively, “Losses”) caused by, resulting from, arising out of, based upon, or relating to (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, each, an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation by the Corporation of any rule or regulation promulgated pursuant to any federal, state or common law rule or regulation including

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the Securities Act, applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration hereunder, and the Corporation will reimburse such Holder and each such director, officer, and controlling Person for any legal or any other expenses incurred by them in connection with investigating or defending any such Losses; provided, that the Corporation shall not be liable (as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected)) in any such case to the extent that any such Losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, or preliminary prospectus or any amendment thereof or supplement thereto, or in any application, in each case, made in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder expressly for use therein or by such Holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

(b) Provision of Information; Indemnity of Holders. In connection with any registration statement in which a Holder is participating, each such Holder will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by law, shall indemnify and hold harmless the other holders of Registrable Securities and the Corporation, and their respective officers, directors, agents, and employees, and each other Person who controls the Corporation (within the meaning of the Securities Act) against any Losses caused by, resulting from, arising out of, based upon, or relating to (as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected)) (i) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto or in any application, or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that such untrue statement or omission is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in each case, in reliance upon and in conformity with written information prepared and furnished to the Corporation by such holder expressly for use therein, and such Holder will reimburse the Corporation and each such other indemnified party for any legal or any other expenses incurred by them in connection with investigating or defending any such Losses; provided that the obligation to indemnify will be individual, not joint and several, for each Holder and shall be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such registration statement.

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(c) Claims. Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, then the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d) Additional Indemnification Rights. The indemnification provided for under this Agreement shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract, and will remain in full force and effect regardless of any investigation made or omitted by or on behalf of the indemnified party or any officer, director, or controlling Person of such indemnified party and shall survive the transfer of securities.

(e) Contribution. If the indemnification provided for in this Section 6 is unavailable to or is insufficient to hold harmless an indemnified party under the provisions above in respect to any Losses referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Losses (i) in such proportion as is appropriate to reflect the relative fault of the Corporation on the one hand and the Participating Holders and any other sellers participating in the registration statement on the other hand or (ii) if the allocation provided by clause (i) of this Section 6(e) is not permitted by applicable law, then in such proportion as is appropriate to reflect not only the relative fault referred to in clause (i) of this Section 6(e) but also the relative benefit of the Corporation on the one hand and of the Participating Holders and any other sellers participating in the registration statement on the other in connection with the statement or omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative benefits received by the Corporation on the one hand and the Participating Holders and any other sellers participating in the registration statement on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) to the Corporation bear to the total net proceeds from the offering (before deducting expenses) to the Participating Holders and any other sellers participating in the registration statement. The relative fault of the Corporation on the one hand and of the Participating Holders and any other sellers participating in the registration statement on the other shall be determined by reference to, among other things, whether the untrue statement or alleged omission to state a material fact relates to information supplied by the Corporation or by the Participating Holders or other sellers participating in the registration statement and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(f) Contribution Limits. The Corporation and the Participating Holders agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation (even if the Participating Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in Section 6(e). The amount paid or payable by an indemnified party as a result of the

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Losses referred to in Section 6(e) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6, no Participating Holder shall be required to contribute pursuant to this Section 6 any amount in excess of the difference of (i) any amounts paid pursuant to Section 6(b) and (ii) the net proceeds received by such Participating Holder from the sale of Registrable Securities covered by the registration statement filed pursuant hereto. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

7. Participation in Underwritten Registrations.

(a) Cooperation with Underwriting Arrangements. No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Corporation to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided that no Holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Corporation or the underwriters (other than representations and warranties regarding such Holder and such Holder’s intended method of distribution) or to undertake any indemnification obligations to the Corporation or the underwriters with respect thereto, except as otherwise provided in Section 6.

(b) Supplements or Amendments to Prospectus. Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Corporation pursuant to Section 4(e), such Person will immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 4(e). In the event the Corporation shall give any such notice, the applicable time period mentioned in Section 4(b) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 7(b) to and including the date when each Participating Holder shall have received the copies of the supplemented or amended prospectus contemplated by Section 4(e).

8. Additional Holders. In connection with the issuance of any additional equity securities of the Corporation, the Corporation, with the prior written consent of the Board and the Holders of a majority of the Registrable Securities, may permit such Person to become a party to this Agreement and succeed to all of the rights and obligations of a “Holder” under this Agreement by obtaining an executed counterpart signature page to this Agreement, and, upon such execution, such Person shall for all purposes be a Holder and party to this Agreement.

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9. Subsidiary Public Offering. Unless otherwise determined by the Parent Investors, if, after an Initial Public Offering of the equity securities of a Subsidiary of the Company, the Company distributes securities of such Subsidiary to members of the Company, then the rights and obligations of the Corporation pursuant to this Agreement shall apply, mutatis mutandis, to such Subsidiary, and the Company or the Corporation, as applicable, shall cause such Subsidiary to comply with such Subsidiary’s obligations under this Agreement.

10. Termination of Registration Rights. The right of any Holder to request registration or inclusion in any registration pursuant to Section 1 or Section 2 shall terminate upon the earlier of such date as all shares of Registrable Securities held or entitled to be held upon conversion by such Holder and its affiliates may immediately be sold under Rule 144 during any ninety (90) day period without volume limitation and with the current public information required under Rule 144(c)(1) deemed to be available and such Holder holds less than one percent (1%) of outstanding capital stock of the Company.

11. Definitions.

(a) “Affiliate” of any particular Person means (a) any other Person controlling, controlled by, or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise, or (b) in addition to the foregoing, with respect to (i) the Parent Investors, (ii) the Permira Investor, (iii) the Warburg Investor or (iv) the Institutional Holders. For purposes of this Agreement, the Companyand its respective Subsidiaries shall not be considered Affiliates of any holder of interests in the Company (and vice versa).

“Approved Sale” means a sale of the Company approved by the Parent Investors or the Permira Investor and the Warburg Investor, as applicable; where “sale of the Company” means any transaction or series of transactions pursuant to which any Person or group of related Persons (other than Parent Investor Affiliates, Permira Investor Affiliates, Warburg Investor Affiliates or any portfolio company thereof) in the aggregate acquire(s) either: (i) a majority of the Common Stock (or successor Company Equity Securities thereto) then outstanding or (ii) all or substantially all of the Company’s assets determined on a consolidated basis; provided that a public offering shall not constitute a Sale of the Company.

(b) “Board” means the board of directors of the Company.

(c) “Business Day” means any day other than a Saturday or Sunday or any other day on which commercial banks in Boise, Idaho or New York, New York are authorized or required by applicable law to close.

(d) “Common Stock” shall mean the Corporation’s Class A Common Stock, par value $0.001 per share.

(e) “Company Equity Securities” means (i) any Common Stock, interest, partnership, membership or limited liability company interests or other equity interests in the Company or a corporate successor (including other classes, groups or series thereof having such relative rights, powers and/or obligations as may from time to time be established by the Board, including rights, powers and/or obligations different from, senior to or more favorable than existing classes, groups and series of interests, capital stock, partnership, membership or limited

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liability company interests or other equity interests, and including any profits interests); (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Common Stock, interests, partnership interests, membership or limited liability company interests or other equity interests in the Company or a corporate successor; and (iii) warrants, options or other rights to purchase or otherwise acquire Common Stock, interests, partnership interests, membership or limited liability company interests or other equity interests in the Company or a corporate successor.

(f) “Initial Public Offering” shall mean the initial public offering of the Common Stock pursuant to the Registration Statement on Form S-1 initially filed on August 30, 2021, as amended.

(g) “LLC Agreement” means the Third Amended and Restated Limited Liability Company Agreement of the Company, as amended or modified from time to time in accordance with its terms.

(h) “Other Securities” shall mean shares of Common Stock (other than Registrable Securities).

(i) “Other Holders” shall mean persons other than Holders who, by virtue of agreements with the Company, the Corporation or a Subsidiary of either the Company or the Corporation, are entitled to include their securities in certain registrations hereunder.

(j) “Permitted Financing” means the (i) incurrence of indebtedness by a Specified Investor (or an Affiliate thereof) to (A) finance a portion of its purchase of the Units, (B) finance a return of capital with respect to its investment in the Units (or the securities received in exchange or conversion of the Units), or (C) refinance or replace indebtedness described in this clause (i) and (ii) granting of liens by such Specified Investor to secure payment of such indebtedness, including on the Units and any shares of Common Stock held by such Specified Investor (the “Collateral”).

(k) “Person” shall have the meaning set forth in the LLC Agreement.

(l) “Public Sale” means any sale of Company Equity Securities (i) to the public pursuant to an offering registered under the Securities Act or (ii) to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 (or any similar provision then in effect) adopted under the Securities Act (other than Rule 144(b) prior to a public offering).

(m) “Registrable Securities” means (i) any Common Stock issued or distributed in respect of Units of the Company issued to the Holders, (ii) common equity securities of the Corporation or a Subsidiary of either the Company or the Corporation issued or issuable with respect to the securities referred to in clause (i) of this definition by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization, and (iii) other Common Stock held by Persons holding securities described in clause (i) of this definition; provided, that none of the following shall constitute Registrable Securities for any purpose hereunder: (A) securities that have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public pursuant to Rule 144 under the Securities Act (or any similar rule then in force); (B) securities that are effectively

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registered under a registration statement on Form S-8 (or any successor form); (C) securities that, together with all other securities held by a Holders and its affiliates, are eligible to be sold to the public through a broker, dealer, or market maker pursuant to Rule 144 (or any similar provision then in force), without volume limitation and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1), during a single 90-day period; (D) shares of Common Stock or other common equity securities issuable upon the exercise of employee options (or similar equity-like incentive shares or units) which have not vested or are otherwise not exercisable, (E) shares of Common Stock or other common equity securities issuable upon the exercise of vested employee options (or similar equity like incentive shares or units) whose per share or per unit exercise price is more than the price to be paid for such share or unit in such offering, (F) shares of Common Stock or other common equity securities whose per share or per unit participation threshold is more than the price to be paid for such share or unit in such offering, and (G) shares of Common Stock or other common equity securities that are subject to vesting (including if subject to possible repurchase by the Company or the Corporation at less than fair market value). For purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected; provided that this sentence shall not apply to shares of the common equity securities of the Corporation issuable upon the exercise of unvested options originally issued to employees or former employees of the Company, the Corporation or their Subsidiaries.

(n) “Selling Expenses” shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities and fees and disbursements of counsel for any Holder (other than the fees and disbursements of counsel included in Registration Expenses).

(o) “Specified Investors” shall mean the Parent Investor, the Permira Investor and the Warburg Investor.

(p) “Subsidiary” shall have the meaning set forth in the LLC Agreement.

(q) “Transfer” shall have the meaning set forth in the LLC Agreement.

(r) “Units” shall have the meaning set forth in the LLC Agreement.

12. Miscellaneous.

(a) Remedies. Each of the parties to this Agreement shall have all rights and remedies set forth in this Agreement and all rights and remedies which such Person has been granted at any time under any other agreement or contract and all of the rights which such Person has under any law. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

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(b) Amendments and Waivers.

(i) Subject to Sections 12(b)(ii) and 12(b)(iii), any provision of this Agreement may be amended or modified if, but only if, such amendment or modification is in writing and is approved in writing by the Corporation and the Holders then holding a majority of the Registrable Securities.

(ii) Notwithstanding Section 12(b)(i) but subject to Section 12(b)(iii), if an amendment or modification of this Agreement:

(A) would alter or change the special rights hereunder of a holder of Registrable Securities or group of Holders of Registrable Securities specifically granted such special rights by name, such amendment or modification shall not be effective against such holder of Registrable Securities or group of Holders of Registrable Securities (as the case may be) without the prior written consent of such holder of Registrable Securities or, in the case of a group of Holders of Registrable Securities, the holders of at least a majority of Registrable Securities held by such group of Holders of Registrable Securities; or

(B) would alter or change the powers, preferences or special rights hereunder of the holders of a class of Registrable Securities (holders of any such class, the “Subject Holders”) so as to treat them in a way that is materially and adversely different than the holders of any other class of Registrable Securities, such amendment or modification shall not be effective against the Subject Holders without the prior written consent of the holders of at least a majority of such class of Registrable Securities held by the Subject Holders.

(iii) The provisions of Sections 12(b)(i) and 12(b)(ii) shall not apply to any amendments or modifications otherwise expressly permitted by this Agreement including any required to add a party hereto pursuant to Section 8.

(c) Successors and Assigns. All covenants and agreements contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives, and permitted assigns, whether so expressed or not.

(d) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.

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(e) Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

(f) Waiver of Breach. No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement, or condition. The waiver by any party of a breach of any covenant, duty, agreement, or condition of this Agreement of any other party shall not operate or be construed as a waiver of any subsequent breach of that provision or any other provision hereof.

(g) Descriptive Headings; Interpretation; No Strict Construction. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and, if applicable, hereof. The use of the words “or,” “either,” and “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

(h) Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(i) Jurisdiction; Venue; Service of Process. Each party hereto agrees that it may bring any action between the parties hereto arising out of or related to this Agreement in the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts (the “Delaware Federal Court”) or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, the Superior Court of the State of Delaware (the “Chosen Courts”), and, solely with respect to any such action (a) irrevocably submits to the non-exclusive jurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (d) agrees that service of any process, summons, notice or document pursuant to Section 12(k) shall be effective service of process in any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence.

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(j) MUTUAL WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT (INCLUDING THE COMPANY) HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER.

(k) Notices. All notices, demands, or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) sent to the recipient by reputable overnight express service (charges prepaid), (iii) mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid or (iv) emailed to the recipient if emailed before 5:00 p.m. New York, New York time on a Business Day, and otherwise, if at or after 5:00 p.m. New York, New York time on the next Business Day. Such notices, demands, and other communications shall be sent to each Holder at the addresses indicated on the Schedule of Holders and to the Corporation at the address of its corporate headquarters or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.

(l) No Third-Party Beneficiaries. No term or provision of this Agreement is intended to be, or shall be, for the benefit of any Person not a party hereto, and no such other Person shall have any right or cause of action hereunder.

(m) Electronic Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a photographic, facsimile, portable document format (.pdf), or similar reproduction of such signed writing using a facsimile machine or electronic mail shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties hereto. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

(n) Opt-Out Requests. Subject to Sections 3(a), 3(b) and 4(b), each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential public offering), to elect to not receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement regarding a Demand Registration or Shelf Offering by delivering to the Company a written statement signed by such Holder that it does not want to receive any such notices hereunder (an “Opt-Out Request”); in which case, and notwithstanding anything to the contrary in this Agreement, the Company and other Holders shall not be required to, and shall not, deliver any such notice or other related information required to be provided to Holders hereunder to the extent that the Company or such

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other Holders reasonably expect such notice or information would result in a Holder acquiring material non-public information within the meaning of Regulation FD promulgated under the Securities Exchange Act. An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided, that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.

*        *        *         *        *

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Annex A

SCHEDULE OF HOLDERS

Parent Investors:

WCAS XII Carbon Analytics Acquisition, L.P.

WCAS XIII Carbon Analytics Acquisition, L.P.

WCAS GP CW LLC

Welsh, Carson, Anderson & Stowe XII, L.P.

Welsh, Carson, Anderson & Stowe XII Delaware, L.P.

Welsh, Carson, Anderson & Stowe XII Delaware II, L.P.

Welsh, Carson, Anderson & Stowe XII Cayman, L.P.

WCAS XII Carbon Investors, L.P.

WCAS XIII Carbon Investors, L.P.

Institutional Holders:

Calculated DF Holdings, LP

Durable Capital Master Fund LP

DCP CA Blocker LLC

Sockeye Trading, Inc.

Carbon Management Holdings, LLC

Permira Investor:

Galibier Purchaser LLC

Warburg Investor:

WP CA Holdco, L.P.

Security Holders:

Tyler Haws

Marcus Ryu

Jacques Aigrain

Kathleen A. Corbet

Exhibit 10.2

STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of September 28, 2021, by and among Clearwater Analytics Holdings, Inc., a Delaware corporation (the “Company”), WCAS XII Carbon Analytics Acquisition, L.P., WCAS XIII Carbon Analytics Acquisition, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., WCAS XII Carbon Investors, L.P., WCAS XIII Carbon Investors, L.P. and WCAS GP CW LLC (collectively, “Welsh Carson”), WP CA Holdco, L.P., a Delaware limited partnership (“Warburg Pincus”), and Galibier Purchaser LLC, a Delaware limited partnership (“Permira” and, together with Welsh Carson and Warburg Pincus, the “Principal Equity Owners”).

RECITALS

WHEREAS, as of the date hereof, the Principal Equity Owners collectively hold a majority of the outstanding capital stock of the Company;

WHEREAS, in connection with, and effective upon, the date of completion of the initial public offering of the Company (the “Effective Date”), the Company and the Principal Equity Owners wish to set forth certain understandings between such parties, including with respect to certain governance matters.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Principal Equity Owners agree as follows:

AGREEMENT

1. Defined Terms. In addition to the terms defined elsewhere herein, the following terms have the following meaning when used herein with initial capital letters:

“Affiliate” of any Person shall mean any other Person controlled by, controlling or under common control with such first Person; where “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise).

“Beneficially Own” shall mean that a specified person has or shares the right, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to vote shares of capital stock of the Company; provided that, for purposes of calculating the Beneficial Ownership of the Company held by any of the Principal Equity Owners under this Agreement or any other agreement among the Company and any Principal Equity Owner, no Principal Equity Owner shall be deemed to Beneficially Own any securities of the Company held by any other Principal Equity Owner solely by virtue of the provisions of this Agreement (other than this definition which shall be deemed to be read for this purpose without the proviso hereto) or such other agreement.

“Board” means the board of directors of the Company.

“Common Stock” shall mean, collectively, the shares of the Company’s Class A Common Stock, par value $0.001 per share; the shares of the Company’s Class B Common Stock, par value $0.001 per share; the shares of the Company’s Class C Common Stock, par value $0.001 per share; and the shares of the Company’s Class D Common Stock, par value $0.001 per share.

“Director” means any member of the Board.

“Governmental Entity” means the United States of America or any other nation, any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of government or any agency or department or subdivision of any governmental authority, including the United States federal government or any state or local government.

“Observer” means any individual appointed as an observer pursuant to Section 5.

“Person” means any individual, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other entity or organization, including a government or any subdivision or agency thereof.

“Permitted Transferee” means any of (i) Permira or any Affiliate of Permira, any investment fund or alternative investment vehicle, directly or indirectly, affiliated with, or managed or sponsored by, Permira or an Affiliate of Permira, (ii) Warburg Pincus or any Affiliate of Warburg Pincus, any investment fund or alternative investment vehicle, directly or indirectly, affiliated with, or managed or sponsored by, Warburg Pincus or an Affiliate of Warburg Pincus or (iii) Welsh Carson or any Affiliate of Welsh Carson, any investment fund or alternative investment vehicle, directly or indirectly, affiliated with, or managed or sponsored by, Welsh Carson or an Affiliate of Welsh Carson, in each case, provided that, prior to any transfer of Common Stock, such Person shall have executed and delivered to the Company a Joinder Agreement agreeing to be bound by the terms of this Agreement in the form of Annex A attached hereto to the extent such Person is a not already bound by the terms of this Agreement (but not any portfolio company of the foregoing).

“Stock Exchange” means the national stock exchange on which the Common Stock is listed.

“Subsidiary” means with respect to any Person, any corporation, limited liability company, partnership, association, trust or other form of legal entity, of which (a) such first Person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms voting power to elect a majority of the board of directors or others performing similar functions, or (b) such first Person is a general partner or managing member (excluding partnerships in which such Person or any Subsidiary thereof does not have a majority of the voting interests in such partnership).

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2. Board of Directors.

(a) Subject to the other provisions of this Section 2, as of the Effective Date, for so long as the Company is a “controlled company” under the listing standards of the Stock Exchange due to one or more of the Principal Equity Owners having beneficial ownership of a majority of the voting power of the Company for the election of directors, the number of Directors constituting the full Board shall be fixed at no more than ten (10) Directors, which shall be divided into three (3) classes of Directors in accordance with the terms of the Company’s Certificate of Incorporation. As of the Effective Date, the full Board will consist of nine (9) directors and shall be divided into three (3) classes as follows:

(i) the Class I Directors shall include Marcus Ryu, Kathleen A. Corbet and Jacques Aigrain;

(ii) the Class II Directors shall include Anthony J. deNicola, Christopher Hooper and Sandeep Sahai; and

(iii) the Class III Directors shall include Eric Lee, Andrew Young and Cary Davis.

(b) For the avoidance of doubt, the last sentence of Section 2(a) is applicable solely to the initial composition of the Board, except that, subject to the Company’s Certificate of Incorporation, a Director shall remain a member of the class of Directors to which he or she was assigned in accordance with Section 2(a).

(c) From the Effective Date, for so long as the Company is a “controlled company” under the listing standards of the Stock Exchange due to the Principal Equity Owners, collectively, having beneficial ownership of a majority of the voting power of the Company for the election of directors, (i) Welsh Carson shall have the right, but not the obligation, to nominate to the Board a number of designees (such persons, the “Nominees”) equal to five (5) Directors, of which one must be an “independent director,” as defined under the listing standards of the Stock Exchange and qualify as an independent director for purposes of Rule 10A-3 under the Exchange Act and the listing standards of the Stock Exchange requiring the Company to have one independent audit committee member upon the listing of the Common Stock (an “Audit Committee Independent Director”), (ii) Permira shall have the right, but not the obligation, to nominate to the Board a number of Nominees equal to one (1) Director, so long as Permira Beneficially Owns shares of Common Stock representing at least 33.3% of the shares of Common Stock that it holds immediately following the initial public offering on the Effective Date (the “Closing Shares”), (iii) Warburg Pincus shall have the right, but not the obligation, to nominate to the Board a number of Nominees equal to one (1) Director, so long as Warburg Pincus Beneficially Owns shares of Common Stock representing at least 33.3% of its Closing Shares, (iv) Permira and Warburg Pincus shall each have the right, but not the obligation, to nominate (by mutual agreement for so long as both have such right and if only one of Warburg Pincus or Permira have such right, the Person that has such right) to the Board a number of Nominees equal to one (1) Director who would qualify as an Audit Committee Independent Director, so long as such Principal Equity Owner Beneficially Owns shares of Common Stock representing at least 50% of its Closing Shares, (v) Welsh Carson, Permira and Warburg Pincus shall each have the right, but not the obligation, to nominate (by mutual agreement for so long as more than one Principal Equity Owner has such right and if only one of Welsh Carson, Warburg Pincus or Permira have such right, the Person that has such right) to the Board a number of Nominees equal to one (1) Director who would qualify as an Audit Committee Independent Director, so long as, in the case of Permira and Warburg Pincus, such Principal Equity Owner Beneficially Owns shares of Common Stock representing at least 33.3% of its Closing Shares, and (vi) the Chief Executive Officer of the Company must be nominated as a Director. The initial Nominees of Welsh Carson shall be Kathleen A. Corbet, Anthony J. deNicola, Christopher Hooper, Eric Lee and Marcus Ryu. The initial Nominee of Permira shall be Andrew Young. The initial Nominee of Warburg Pincus shall be Cary Davis. The initial Nominee of Permira and Warburg Pincus (by mutual agreement) shall be Jacques Aigrain.

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(d) From the Effective Date, for so long as the Company is not a “controlled company” under the listing standards of the Stock Exchange due to the Principal Equity Owners not collectively having beneficial ownership of a majority of the voting power of the Company for the election of directors, the number of Directors constituting the full Board shall be fixed at no more than eleven (11) Directors, which shall be divided into three (3) classes of Directors in accordance with the terms of the Company’s Certificate of Incorporation. Welsh Carson shall have the right, but not the obligation, to nominate to the Board a number of Nominees equal to two (2) Directors, so long as Welsh Carson Beneficially Owns shares of Common Stock representing at least 5% of the Common Stock then outstanding, (ii) Permira shall have the right, but not the obligation, to nominate to the Board a number of Nominees equal to one (1) Director, so long as Permira Beneficially Owns shares of Common Stock representing at least the greater of 33.3% of its Closing Shares and 5% of the Common Stock then outstanding, (iii) Warburg Pincus shall have the right, but not the obligation, to nominate to the Board a number of Nominees equal to one (1) Director, so long as Warburg Pincus Beneficially Owns shares of Common Stock representing at least the greater of 33.3% of its Closing Shares and 5% of the Common Stock then outstanding, and (vi) the Chief Executive Officer of the Company must be nominated as a Director.

(e) In the event that either Welsh Carson, Warburg Pincus or Permira has nominated less than the total number of designees that such Principal Equity Owner shall be entitled to nominate pursuant to Section 2(c) and Section 2(d), as applicable, such Principal Equity Owner shall have the right, at any time but subject to the waiver set forth in Section 8, to nominate such additional designees to which it is entitled, in which case, the Company shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable such Principal Equity Owner to nominate and effect the election or appointment of such additional individual(s) and (y) to designate such additional individual(s) nominated by such Principal Equity Owner to fill such newly created vacancies or to fill any other existing vacancies.

(f) The Company shall pay all reasonable out-of-pocket expenses incurred by any Nominee in connection with the performance of his or her duties as a Director and in connection with his or her attendance at any meeting of the Board or any committee thereof.

(g) No reduction in the number of shares of Common Stock that each Principal Equity Owner Beneficially Owns shall shorten the term of any incumbent Director.

(h) In the event that any Nominee shall cease to serve for any reason during a term, the Principal Equity Owner that nominated such Nominee shall be entitled to designate such person’s successor in accordance with this Agreement (regardless of each Principal Equity Owner’s Beneficial Ownership of Common Stock at the time of such vacancy) and the Board shall promptly fill the vacancy with such successor nominee; it being understood that any such designee shall serve the remainder of the term of the Director whom such designee replaces.

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(i) If a Nominee is not appointed or elected to the Board because of such person’s death, disability, disqualification, withdrawal as a Nominee or for another reason is unavailable or unable to serve on the Board, the applicable Principal Equity Owner shall be entitled to designate promptly another Nominee and the Director position for which the original Nominee was nominated shall not be filled pending such designation. Prior to the Trigger Event (as defined in the Company’s Certificate of Incorporation), a Nominee nominated by a Principal Equity Owner and serving as a director will not be removed by the other Principal Equity Owners without cause.

(j) At such times as the Company is required by applicable law or Stock Exchange rules to have a majority of the Board comprised of “independent directors” (subject in each case to any applicable phase-in periods), the Nominees shall include a number of persons that qualify as “independent directors” under applicable law and Stock Exchange rules such that, together with any other “independent directors” then serving on the Board that are not Nominees, the Board is comprised of a majority of “independent directors”; provided, that at any time that a Principal Equity Owner shall have any nomination rights under this Section 2, each such Principal Equity Owner shall be entitled to nominate at least one (1) Nominee who is a partner, officer, director, manager or employee of such Principal Equity Owner or its Affiliates.

3. Company and Principal Equity Owner Obligations.

(a) The Company agrees that, prior to the date that each Principal Equity Owner ceases to Beneficially Own shares of Common Stock that entitle such Principal Equity Owner to nominate Directors under Section 2, (i) the Company will cause each Nominee to be included in the Board’s slate of nominees to the stockholders (the “Board’s Slate”) for each election of Directors; (ii) the Company will cause each Nominee to be included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of Directors (each, a “Director Election Proxy Statement”), and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board; and (iii) to use its reasonable best efforts to cause the election of each Nominee, including soliciting proxies in favor of the election of each Nominee, subject to applicable law. Each Principal Equity Owner will promptly report to the Company after such Principal Equity Owner ceases to Beneficially Own shares of Common Stock that entitle such Principal Equity Owner to nominate Directors under Section 2, such that the Company is informed of when this obligation terminates; provided, that such obligation of such Principal Equity Owner to notify the Company shall be deemed satisfied if such Principal Equity Owner makes a filing under Section 16 or Section 13 of the Securities Exchange Act of 1934 reflecting such change in the Common Stock Beneficially Owned by such Principal Equity Owner and the Company is capable of determining the termination of such obligation based on such filing without any additional information. The calculation of the number of Nominees that each Principal Equity Owner is entitled to nominate to the Board’s Slate for any election of Directors shall be based on Section 2(c) or Section 2(d) of this Agreement and the number of shares of Common Stock and/or percentage of the Common Stock then outstanding Beneficially Owned by each Principal Equity Owner (“Principal Equity Owner Voting Control”) immediately prior to the mailing to stockholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission). Unless a Principal Equity Owner notifies the Company otherwise prior to the

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mailing to stockholders of the Director Election Proxy Statement relating to an election of Directors, the Nominees for such election shall be presumed to be the same Nominees currently serving on the Board, and no further action shall be required of any Principal Equity Owner for the Board to include such Nominees on the Board’s Slate; provided, that, in the event a Principal Equity Owner is no longer entitled to nominate the full number of Nominees then serving on the Board, such Principal Equity Owner shall provide advance written notice to the Company of which currently serving Nominee(s) shall be excluded from the Board Slate, and of any other changes to the list of Nominees. If a Principal Equity Owner fails to provide such notice prior to the mailing to stockholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), a majority of the independent directors then serving on the Board shall determine which of the Nominees of such Principal Equity Owner then serving on the Board will be included in the Board’s Slate.

(b) The Principal Equity Owners, severally and not jointly or jointly and severally, agree with the Company that each such Principal Equity Owner shall take all actions necessary and within their control to give effect to the provisions contained in this Section 2, including attending shareholder meetings at which Directors are being elected to be counted toward a quorum and voting the shares of Common Stock held directly or indirectly by such Principal Equity Owner (whether at a meeting or by written consent) to cause the nomination, election or replacement of the Nominees as provided for herein and otherwise using their reasonable best efforts to cause the Company to comply with its obligations hereunder. At any time that a Principal Equity Owner shall have any nomination rights under Section 2, the Company shall not take any action, including making or recommending any amendment to Company’s Certificate of Incorporation or Bylaws (each as may be further amended, supplemented or waived in accordance with its terms) that could reasonably be expected to adversely affect a Principal Equity Owner’s rights under this Agreement, in each case without the prior written consent of the adversely affected Principal Equity Owner.

(c) The Principal Equity Owners acknowledge and agree that it is intended, (i) by virtue of this Agreement, they are acting as a “group” within the meaning of the Stock Exchange rules as of the date hereof, and (ii) by virtue of the Principal Equity Owners having beneficial ownership of a majority of the voting power of the Company for the election of directors, the Issuer qualifies as a “controlled company” within the meaning of Stock Exchange rules as of the Effective Date. So long as the Company qualifies as a “controlled company” for purposes of Stock Exchange rules, the Company will elect to be a “controlled company” for purposes of Stock Exchange rules, and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination.

4. Committees.

(a) The Board may, from time to time, designate one or more committees and determine the composition of such committees; provided that, (x) so long as Permira Beneficially Owns at least 50% of its Closing Shares and is entitled to designate at least one (1) Nominee under Section 2, one (1) Permira Nominee who is a Director shall be entitled to be on all committees, other than any such committee whose function relates solely to transactions or arrangements with or involving Permira or any of its Affiliates and except to the extent that such membership would

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violate applicable securities laws or Stock Exchange rules, (y) so long as Warburg Pincus Beneficially Owns at least 50% of its Closing Shares and is entitled to designate at least one (1) Nominee under Section 2, one (1) Warburg Pincus Nominee who is a Director shall be entitled to be on all committees, other than any such committee whose function relates solely to transactions or arrangements with or involving Warburg Pincus or any of its Affiliates and except to the extent that such membership would violate applicable securities laws or Stock Exchange rules and (z) the Welsh Carson Nominees who are Directors shall be entitled to be on all committees, other than any such committee whose function relates solely to transactions or arrangements with or involving Welsh Carson or any of its Affiliates and except to the extent that such membership would violate applicable securities laws or Stock Exchange rules; provided, further, if the inclusion of either or both a Permira Nominee and Warburg Pincus Nominee on a committee would violate applicable securities laws or Stock Exchange rules, the relevant Principal Equity Owners shall determine in good faith which (if any) of their applicable Nominees shall serve on the committee, and the relevant Principal Equity Owner(s) whose nominee(s) does not serve on such committee shall be entitled to have its nominee act as an observer on such committee. Unless a Principal Equity Owner notifies the Company otherwise prior to the time the Board takes action to change the composition of a Board committee, and to the extent the applicable Principal Equity Owner is entitled to designate a Nominee pursuant to this Section 4, any Nominee currently designated by the applicable Principal Equity Owner to serve on a committee shall be presumed to be re-designated for such committee.

5. Observer. For so long as Welsh Carson is entitled to designate at least one (1) Nominee under Section 2, Welsh Carson shall be entitled to appoint up to two (2) non-voting observers at Board meetings who shall not be entitled to any compensation for such role and shall be entitled to receive confidential information provided to the Welsh Carson Nominees, subject to the terms of Section 6. For as long as Permira Beneficially Owns at least 50% of its Closing Shares and is entitled to designate at least one (1) Nominee under Section 2, Permira shall be entitled to appoint up to two (2) non-voting observers at Board meetings who shall not be entitled to any compensation for such role and shall be entitled to receive confidential information provided to the Permira Nominees, subject to the terms of Section 6. For as long as Warburg Pincus Beneficially Owns at least 50% of its Closing Shares and is entitled to designate at least one (1) Nominee under Section 2, Warburg Pincus shall be entitled to appoint up to two (2) non-voting observers at Board meetings who shall not be entitled to any compensation for such role and shall be entitled to receive confidential information provided to the Warburg Pincus Nominees, subject to the terms of Section 6. Any observer appointed pursuant to this Section 5 may be excluded from any meeting or portion thereof and materials may be withheld from such observer if attendance at such meeting or access to such information could adversely affect the attorney-client privilege between the Company and its counsel.

6. Confidential Information.

(a) The Company recognizes that Nominees and Observers (i) will from time to time receive non-public information concerning the Company, and (ii) may share such information with other individuals associated with the Principal Equity Owner that designated such Nominee or appointed such Observer. The Company hereby irrevocably consents to such sharing, subject to the terms of this Section 6. Except as may be required by a Governmental Entity, law, regulation, subpoena or valid subpoena or other lawful process (or as may be requested in

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connection with an examination or audit of a Principal Equity Owner by any Governmental Entity or other regulatory agencies having regulatory jurisdiction over a Principal Equity Owner), each Principal Equity Owner agrees that it will keep confidential and not disclose or divulge to any third party, or use to compete with the Company and its Subsidiaries, any confidential information regarding the Company it receives from the Company, a Nominee or an Observer for so long as this Agreement has not been terminated with respect to such Principal Equity Owner and for a period of two (2) years thereafter, unless such information (x) is known or becomes known to the public in general, (y) is or has been independently developed or conceived by such Principal Equity Owner without use of the Company’s confidential information or (z) is or has been made known or disclosed to such Principal Equity Owner by a third party without a breach of any obligation of confidentiality such third party may have; provided, however, that a Principal Equity Owner may disclose confidential information (I) to its Affiliates (other than portfolio companies), (II) to each of its and its Affiliates’ (other than portfolio companies’) attorneys, accountants, consultants, advisors and other professionals to the extent necessary to obtain their services in connection with evaluating the information, or (III) to another Principal Equity Owner or to such Principal Equity Owner’s or its Affiliates’ respective managers, directors, officers, current stockholders, current partners, current members, employees, representatives, agents, attorneys and consultants; provided, further, that each Principal Equity Owner shall be responsible for compliance with this Section 6 by its Affiliates and advisors described in the foregoing clauses (I), (II) and (III).

(b) Other than in connection with filings and periodic reporting obligations with or required by, or any general regulatory inquiries, investigations, audits or similar matters not targeted at the Company by, Governmental Entities and other regulatory agencies, if any Principal Equity Owner is compelled or requested by a Governmental Entity, law, regulation, subpoena, legal process or other demand for any confidential information with which such Principal Equity Owner believes it is legally obligated to comply, such Principal Equity Owner shall give prompt notice of such fact to the Company so that the Company may, if it desires, seek a protective order or other governmental or judicial relief to prevent disclosure of such information; provided that the Principal Equity Owner shall not be restricted from complying with an obligation to disclose such information during the time the Company is seeking a protective order or other governmental or judicial relief.

7. Indemnification.

(a) The Company agrees to indemnify and hold harmless each Principal Equity Owner, its respective directors, officers, partners, members, managers, Affiliates and controlling persons (each, an “Stockholder Indemnitee”) from and against any and all liability, including, without limitation, all obligations, costs, fines, claims, actions, injuries, demands, suits, judgments, proceedings, investigations, arbitrations (including stockholder claims, actions, injuries, demands, suits, judgments, proceedings, investigations or arbitrations) and reasonable expenses, including reasonable accountant’s and reasonable attorney’s fees and expenses (together the “Losses”), incurred by such Stockholder Indemnitee before or after the date of this Agreement to the extent arising out of, resulting from, or relating to (i) such Stockholder Indemnitee’s purchase and/or ownership of any Common Stock or (ii) any litigation to which any Stockholder Indemnitee is made a party in its capacity as a stockholder or owner of securities (or as a director, officer, partner, member, manager, Affiliate or controlling person of any Principal Equity Owner) of the Company

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(including any predecessor thereof); provided, that the foregoing indemnification rights in this Section 7(a) shall not be available to the extent that (a) any such Losses are incurred as a result of such Stockholder Indemnitee’s willful misconduct or gross negligence; (b) any such Losses are incurred as a result of non-compliance by such Stockholder Indemnitee with any laws or regulations applicable to it; or (c) subject to the rights of contribution provided for below, to the extent indemnification for any Losses would violate any applicable law or public policy. For purposes of this Section 7(a), none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Stockholder Indemnitee as to any previously advanced indemnity payments made by the Company under this Section 7(a), then such payments shall be promptly repaid by such Stockholder Indemnitee to the Company. The rights of any Stockholder Indemnitee to indemnification hereunder will be in addition to any other rights any such party may have under any other agreement or instrument to which such Stockholder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. In the event of any payment of indemnification pursuant to this Section 7(a), to the extent that any Stockholder Indemnitee is indemnified for Losses, except as set forth in Section 7(d), the Company will be subrogated to the extent of such payment to all of the related rights of recovery of the Stockholder Indemnitee to which such payment is made against all other Persons. Such Stockholder Indemnitee shall execute all papers reasonably required to evidence such rights. The Company will be entitled at its election to participate in the defense of any third party claim upon which indemnification is due pursuant to this Section 7(a) or to assume the defense thereof, with counsel reasonably satisfactory to such Stockholder Indemnitee unless, in the reasonable judgment of the Stockholder Indemnitee, a conflict of interest between the Company and such Stockholder Indemnitee may exist, in which case such Stockholder Indemnitee shall have the right to assume its own defense and the Company shall be liable for all reasonable expenses therefor. Except as set forth above, should the Company assume such defense all further defense costs of the Stockholder Indemnitee in respect of such third party claim shall be for the sole account of such party and not subject to indemnification hereunder. The Company will not without the prior written consent of the Stockholder Indemnitee (which consent shall not be unreasonably withheld) effect any settlement of any threatened or pending third party claim in which such Stockholder Indemnitee is or could have been a party and be entitled to indemnification hereunder unless such settlement solely involves the payment of money by the Company and includes an unconditional release of such Stockholder Indemnitee from all liability and claims that are the subject matter of such claim. If the indemnification provided for above is unavailable in respect of any Losses, then the Company, in lieu of indemnifying an Stockholder Indemnitee, shall, if and to the extent permitted by law, contribute to the amount paid or payable by such Stockholder Indemnitee in such proportion as is appropriate to reflect the relative fault of the Company and such Stockholder Indemnitee in connection with the actions which resulted in such Losses, as well as any other equitable considerations.

(b) The Company agrees to pay or reimburse (i) the Principal Equity Owners for all reasonable costs and expenses (including reasonable attorneys’ fees, charges, disbursement and expenses) incurred in connection with any amendment, supplement, modification or waiver of or to any of the terms or provisions of this Agreement or any related agreements, except if the relevant amendment, supplement, modification or waiver were proposed or initiated by any of the Principal Equity Owners, in which case the Company shall not be liable for payment or

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reimbursement of such costs or expenses and (ii) each Principal Equity Owner for all costs and expenses of such Principal Equity Owner (including reasonable attorneys’ fees, charges, disbursement and expenses) incurred in connection with (1) the consent to any departure by the Company or any of its Subsidiaries from the terms of any provision of this Agreement or any related agreements and (2) the enforcement or exercise by such Principal Equity Owner of any right granted to it or provided for hereunder.

(c) The Company and its Subsidiaries shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member of the Board and the members of each board of directors of each of the Company’s Subsidiaries and shall enter into an indemnification agreement with each member of the Board.

(d) The Company hereby acknowledges that the Stockholder Indemnitee may have certain rights to advancement and/or indemnification by certain Affiliates of Welsh Carson, certain Affiliates of Permira or certain Affiliates of Warburg Pincus (collectively, the “Fund Indemnitors”). In all events, (i) the Company hereby agrees that it is the indemnitor of first resort (i.e., its obligation to a Stockholder Indemnitee to provide advancement and/or indemnification to such Stockholder Indemnitee are primary and any obligation of the Fund Indemnitors (including any Affiliate thereof other than the Company)) to provide advancement or indemnification hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), or any obligation of any insurer of the Fund Indemnitors to provide insurance coverage, for the same expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by such Stockholder Indemnitee are secondary and it irrevocably waives any claims against the Fund Indemnitors for contribution, subrogation, reimbursement or any other recovery of any kind for which the Company is liable pursuant to this Agreement and the Company’s by-laws or charter and (ii) if any Fund Indemnitor (or any Affiliate thereof, other than the Company) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with such Stockholder Indemnitee, then (x) such Fund Indemnitor (or such Affiliate, as the case may be) shall be fully subrogated to all rights of such Stockholder Indemnitee with respect to such payment and (y) the Company shall fully indemnify, reimburse and hold harmless such Fund Indemnitor (or such other Affiliate, as the case may be) for all such payments actually made by such Fund Indemnitor (or such other Affiliate, as the case may be).

8. Amendment and Waiver. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the Company and each Principal Equity Owner that is then entitled to nominate a Director pursuant to Section 2, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. The Principal Equity Owners shall not be obligated to nominate all (or any) of the Nominees they are entitled to nominate pursuant to this Agreement for any election of Directors but the failure to do so shall not constitute a waiver of rights

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hereunder with respect to future elections; provided, however, that in the event a Principal Equity Owner fails to nominate all (or any) of the Nominees it is entitled to nominate pursuant to this Agreement prior to the mailing to stockholders of the Director Election Proxy Statement relating to such election (or, if earlier, the filing of the definitive Director Election Proxy Statement with the U.S. Securities and Exchange Commission), the Board (or, if delegated, the Nominating and Corporate Governance Committee of the Board) shall be entitled to nominate individuals in lieu of such Nominees for inclusion in the Board’s Slate and the applicable Director Election Proxy Statement with respect to the election for which such failure occurred and such Principal Equity Owner shall be deemed to have waived its rights hereunder with respect to such election; provided, further, however, that any such waiver shall only be effective if the Company has provided written notice to such Principal Equity Owner of such Director Election Proxy Statement no less than 20 business days, and no more than 60 business days, prior to the earlier of the mailing or filing date of such Director Election Proxy Statement. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

9. Benefit of Parties. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. Except as otherwise expressly provided in Section 10, nothing herein contained shall confer or is intended to confer on any third party or entity that is not a party to this Agreement any rights under this Agreement.

10. Assignment. Other than to a Permitted Transferee, none of the parties hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void (it being agreed that (x) any pledge or other encumbrance, including in connection with any Permitted Financing (as defined in the Second Amended and Restated Registration Rights Agreement, dated September 28, 2021 by and among the Company and the Principal Equity Owners and other parties thereto from time to time, as amended from time to time), and (y) the re-registration of any Principal Equity Owner’s securities in the name of a lender, counterparty, custodian or similar party to a Permitted Financing, solely as nominee or securities intermediary, in each case, shall not be considered an assignment for this purpose for so long as such Principal Equity Owner or its Affiliates continues to beneficially own such securities (but foreclosure or other exercise of remedies shall be considered an assignment for this purpose so long as such securities are beneficially owned by a lender or a third-party purchaser)).

11. Headings. Headings are for ease of reference only and shall not form a part of this Agreement.

12. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of Delaware without giving effect to the principles of conflicts of laws thereof.

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13. Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement may be brought against any of the parties in any federal court located in the State of Delaware or any Delaware state court, and each of the parties hereby consents to the exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each of the parties agrees that service of process upon such party at the address referred to in Section 20, together with written notice of such service to such party, shall be deemed effective service of process upon such party.

14. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

15. Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral among the parties with respect to the subject matter hereof.

16. Termination. This Agreement shall terminate at such time as no Principal Equity Owner is entitled to nominate a Director pursuant to Section 2. This Agreement shall also terminate with respect to an individual Principal Equity Owner upon the earlier of (i) such Principal Equity Owner no longer being entitled to nominate a Director pursuant to Section 2 and (ii) the delivery of a written notice by such Principal Equity Owner to the Company requesting that this Agreement terminate with respect to such Principal Equity Owner. Notwithstanding the foregoing, Section 2(f), Sections 6 through 23 shall survive any termination of this Agreement.

17. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

18. Further Assurances. Each of the parties hereto shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purpose of this Agreement. The provisions of this Agreement shall apply to the full extent set forth herein with respect to shares of Common Stock, to any and all shares of capital stock of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of the shares of Common Stock, by reason of a stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise.

19. Specific Performance. Each of the parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal or state court located in the State of Delaware, in addition to any other remedy to which they are entitled at law or in equity.

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20. Notices. All notices, requests and other communications to any party shall be in writing (including email or similar writing) and shall be given:

If to the Company:

Clearwater Analytics Holdings, Inc.

777 W. Main Street, Suite 900 Boise, ID 83702 Attention: Chief Legal Officer

Fax: ***** Email:

With a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

601 Lexington Avenue New York, NY 10022

Attention: Joshua N. Korff and Ross M. Leff

Email: *****

If to Welsh Carson or any of its Nominees:

c/o Welsh, Carson, Anderson & Stowe

599 Lexington Avenue, 18th Floor New York, NY 10022

Attention:

Email:

If to Permira or any of its Nominees:

c/o Permira Advisers LLC

320 Park Avenue, 28th Floor

New York, NY 10022

Attention: Justin Herridge

Email: *****

If to Warburg Pincus or any of its Nominees:

Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

Attention:

Email:

or to such other address or email address as such party may hereafter specify for the purpose by notice to the other parties. Each such notice, request or other communication shall be effective when delivered at the address specified in this Section 20 during regular business hours.

21. Enforcement. Each of the parties hereto covenants and agrees that the disinterested members of the Board have the right to enforce, waive or take any other action with respect to this Agreement on behalf of the Company.

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22. Interpretation. Each of the parties hereto acknowledges that each party has been represented by legal counsel in connection with this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

23. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original. This Agreement shall become effective when each party shall have received a counterpart hereof signed by each of the other parties. An executed copy or counterpart hereof delivered by facsimile shall be deemed an original instrument.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement as of the date first set forth above.

[Signature Page to Stockholders Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement as of the date first set forth above.

[Signature Page to Stockholders Agreement]

[Signature Page to Stockholders Agreement]

[Signature Page to Stockholders Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement as of the date first set forth above.

[Signature Page to Stockholders Agreement]

Annex A

JOINDER AGREEMENT TO STOCKHOLDERS’ AGREEMENT

This Joinder Agreement (this “Joinder Agreement”) is made by the undersigned (the “Joining Party”) in accordance with that certain Stockholders’ Agreement, dated as of , 2021, by and among Clearwater Analytics Holdings, Inc., a Delaware corporation (the “Company”) and the stockholders party thereto (as may be amended, the “Stockholders’ Agreement”), in favor of and for the benefit of the Company and such stockholders. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Stockholders’ Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by his, her or its execution of this Joinder Agreement, the Joining Party will be deemed to be a party to the Stockholders’ Agreement and shall have all of the obligations under the Stockholders’ Agreement as Welsh Carson, Warburg Pincus or Permira, as applicable, as if he, she or it had been an original signatory to the Stockholders’ Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Stockholders Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Exhibit 10.3

TAX RECEIVABLE AGREEMENT

among

CLEARWATER ANALYTICS HOLDINGS, INC.

and

THE PERSONS NAMED HEREIN

Dated as of September 28, 2021

TABLE OF CONTENTS

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of September 28, 2021, and is between Clearwater Analytics Holdings, Inc., a Delaware corporation (“Corporate Taxpayer”), each of the undersigned parties, and each of the other persons from time to time that becomes a party hereto (each, excluding CWAN Holdings, LLC (“OpCo”), a “TRA Party” and together the “TRA Parties”).

RECITALS

WHEREAS, the TRA Parties directly or indirectly hold units (the “Units”) in OpCo (as defined below), which is classified as a partnership for United States federal income tax purposes;

WHEREAS, after the IPO (as defined below) Corporate Taxpayer will be the sole managing member of OpCo, and holds and will hold, directly and/or indirectly, Units;

WHEREAS, the Units held by certain TRA Parties may be exchanged for Class A common stock (the “Class A Shares”) or Class D common stock (the “Class D Shares”) of the Corporate Taxpayer (as defined below), in accordance with and subject to the provisions of the LLC Agreement (as defined below);

WHEREAS, in connection with the IPO, each of the Blockers will merge with and into a wholly owned disregarded subsidiary of the Corporate Taxpayer in a transaction intended to be governed by Section 368(a) of the Code (as defined below) as a result of which the Corporate Taxpayer will acquire Units previously indirectly owned by the Blocker TRA Parties through the Blockers (each a “Blocker Exchange”);

WHEREAS, as a result of the Blocker Exchanges, the Corporate Taxpayer will (i) be entitled to utilize Pre-Merger NOLs (as defined below) and (ii) obtain the benefit of the Blocker Transferred Basis (as defined below);

WHEREAS, OpCo and each of its direct and indirect Subsidiaries (as defined below) that is treated as a partnership for United States federal income tax purposes currently have and will have in effect an election under Section 754 of the Code for each Taxable Year (as defined below) that includes the IPO Date and for each Taxable Year in which a taxable acquisition (including a deemed taxable acquisition under Section 707(a) of the Code) or non-taxable acquisition of Units (directly or indirectly) by the Corporate Taxpayer or by OpCo from any of the TRA Parties (an “Exchanging Holder”) for Class A Shares or Class D Shares and/or other consideration (an “Exchange”) occurs;

WHEREAS, certain options to purchase Units of OpCo granted prior to, and unexercised as of, the IPO Date held by the executive officers of the Corporate Taxpayer listed on Exhibit C hereto (the “Eligible Executive Officers”; provided that an executive officer whose employment with the Corporate Taxpayer or its Affiliates is terminated for any reason prior to the bonus payment trigger date in such executive officer’s TRA Bonus Agreement shall no longer be an Eligible Executive Officer hereunder) will, in connection with the IPO, be converted into options to purchase shares of Class A Shares of the Corporate Taxpayer;

WHEREAS, each Eligible Executive Officer has entered into a TRA Bonus Agreement dated on or about the date hereof;

WHEREAS, the income, gain, loss, expense and other Tax items of the Corporate Taxpayer may be affected by the (i) Pre-Merger NOLs, (ii) Blocker Transferred Basis, (iii) Basis Adjustments, (v) compensation deductions (if any) arising in respect of payments made under any TRA Bonus Agreement (“TRA Bonus Deductions”) and (v) Imputed Interest (as defined below) (collectively, the “Tax Attributes”);

WHEREAS, the parties to this Agreement desire to provide for certain payments and make certain arrangements with respect to the effect of the Tax Attributes on the liability for Taxes (as defined below) of the Corporate Taxpayer and to provide for the calculation of amounts payable under the TRA Bonus Agreements.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

“Actual Tax Liability” means, with respect to any Taxable Year, the sum of (i) the actual liability for U.S. federal income Taxes of the Corporate Taxpayer as reported on its IRS Form 1120 (or any successor form) for such Taxable Year, and, without duplication, the portion of any liability for U.S. federal income taxes imposed directly on OpCo (and OpCo’s applicable Subsidiaries) under Section 6225 or any similar provision of the Code that is allocable to the Corporate Taxpayer under Section 704 of the Code and/or the Partnership Audit Rules (provided, that such amount will be calculated excluding deductions of (and other effects of) state and local income taxes) and (ii) the product of the amount of the United States federal taxable income or gain for such Taxable Year reported on the Corporate Taxpayer’s IRS Form 1120 (or any successor form) and the Assumed State and Local Tax Rate.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“Agreed Rate” means a per annum rate of the lesser of (i) 6.5% and (ii) LIBOR plus 100 basis points.

“Agreement” has the meaning set forth in the Preamble to this Agreement.

“Amended Schedule” has the meaning set forth in Section 2.3(b) of this Agreement.

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“Assumed State and Local Tax Rate” means, the tax rate equal to the sum of the product of (x) OpCo’s income and franchise Tax apportionment rate(s) for each state and local jurisdiction in which OpCo files income or franchise Tax Returns for the relevant Taxable Year with respect to Taxes payable on a pass-through basis and (y) the highest corporate income and franchise Tax rate(s) for each such state and local jurisdiction in which OpCo files such income or franchise Tax Returns for each relevant Taxable Year; provided, that the Assumed State and Local Tax Rate calculated pursuant to the foregoing shall be reduced by the assumed federal income Tax benefit received by the Corporate Taxpayer with respect to state and local jurisdiction income and franchise Taxes (with such benefit calculated as the product of (a) the Corporate Taxpayer’s marginal U.S. federal income tax rate for the relevant Taxable Year and (b) the Assumed State and Local Tax Rate (without regard to this proviso)). At the Corporate Taxpayer’s election, the Corporate Taxpayer shall be entitled to determine the Assumed State and Local Tax Rate for a given Taxable Year as of January 1 of the relevant Taxable Year based on good faith estimates of its expected apportionment rates for such Taxable Year and on the Tax rates in effect in relevant jurisdictions as of January 1 of the relevant Taxable Year.

“Attributable” means the portion of any Tax Attribute of the Corporate Taxpayer that is “Attributable” to any present or former holder of Units, other than the Corporate Taxpayer, and shall be determined by reference to the Tax Attributes, under the following principles:

(i) any Pre-Merger NOLs shall be determined separately with respect to each Blocker and are Attributable to the Blocker TRA Parties thereof (proportionally among such Blocker TRA Parties based on the share ownership in such Blocker of such Blocker TRA Parties prior to the Blocker Exchange) proportionately among such Blockers based on the amount of Pre-Merger NOLs attributable to such Blocker at the time of the Blocker Exchange and that the Corporate Taxpayer would also have had the use of but for such Blocker Exchange;

(ii) any Blocker Transferred Basis shall be determined separately with respect to each Blocker and is Attributable to the Blocker TRA Parties thereof (proportionally among such Blocker TRA Parties based on the share ownership in such Blocker of such Blocker TRA Parties prior to the Blocker Exchange) proportionately based on the remaining net positive adjustments under Section 743(b) attributable to the Reference Property associated with the Units that were acquired as a result of the participation in the Blocker Exchange of such Blocker and the relevant Blocker Shareholders;

(iii) any Basis Adjustments shall be determined separately with respect to each Exchanging Holder, using reasonable methods for tracking such Basis Adjustments, and are Attributable to each Exchanging Holder in an amount equal to the total Basis Adjustments relating to such Units Exchanged by such Exchanging Holder (determined without regard to any dilutive or antidilutive effect of any contribution to or distribution from OpCo after the date of an applicable Exchange, and taking into account any adjustment under Section 743(b) of the Code);

(iv) any TRA Bonus Deduction shall be Attributable to each TRA Party on an annual basis in proportion to the reduction of such TRA Party’s payment under Section 3.1(c) in respect of the TRA Bonus Amount that gave rise to such TRA Bonus Deduction (and, for the avoidance of doubt, the TRA Bonus Deduction will be treated as arising in the Taxable Year in which the TRA Bonus Amount is paid); and

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(v) any deduction to the Corporate Taxpayer with respect to a Taxable Year in respect of Imputed Interest is Attributable to the Person that is required to include the Imputed Interest in income (without regard to whether such Person is actually subject to Tax thereon).

“Basis Adjustment” means the adjustment to the Tax basis of Reference Property under Sections 732, 734(b), 1012 and/or 1014 of the Code (in situations where, as a result of one or more Exchanges, OpCo becomes an entity that is disregarded as separate from its owner for United States federal income tax purposes) or under Sections 734(b), 743(b) and/or 754 of the Code (in situations where, following an Exchange, OpCo remains in existence as an entity treated as a partnership for United States federal income tax purposes) as a result of an Exchange and the payments made pursuant to this Agreement in respect of such Exchange; provided, that any adjustment to the Tax basis of Reference Property under Section 734(b) of the Code resulting from the distribution of property by a person treated as a partner of OpCo that is an Upper-Tier Partnership to any partner or member of such Upper-Tier Partnership shall not be considered a Basis Adjustment for purposes of this Agreement and any Basis Adjustment with respect to such Reference Property as a result of a subsequent transaction shall be determined as if such distribution had not occurred. For the avoidance of doubt, the amount of any Basis Adjustment resulting from an Exchange of one or more Units shall be determined without regard to any Pre-Exchange Transfer of such Units and as if any such Pre-Exchange Transfer had not occurred. The amount of any Basis Adjustment shall be determined using the Market Value at the time of the Exchange.

“Basis Schedule” has the meaning set forth in Section 2.1 of this Agreement.

“Beneficial Owner” means, with respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security. The term “Beneficial Ownership” shall have a correlative meaning.

“Blocker” means any of the Permira Blocker, the Warburg Blocker, the WCAS XII Blocker, the WCAS XIII Blocker, and the Durable Blocker.

“Blocker Exchange” has the meaning set forth in the Recitals to this agreement.

“Blocker Transferred Basis” means remaining adjustments to the Tax basis of OpCo’s Reference Property made under Section 743(b) with respect to the Blockers that existed as of immediately prior to the Blocker Exchange..

“Blocker TRA Parties” means the persons listed on Exhibit B.

“Board” means the Board of Directors of the Corporate Taxpayer.

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“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or Boise, Idaho are authorized or required by law to close.

“Change of Control” means the occurrence of any of the following events:

(i) any Person or any “group” of Persons acting together that would constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended or any successor provisions thereto (excluding (a) a corporation or other entity owned, directly or indirectly, by the stockholders of the Corporate Taxpayer in substantially the same proportions as their ownership of stock of the Corporate Taxpayer or (b) the WCAS Parties or any of their Affiliates or a group of Persons that includes the WCAS Parties or any of their Affiliates) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporate Taxpayer representing more than 50% of the combined voting power of the Corporate Taxpayer’s then outstanding voting securities; or

(ii) there is consummated a merger or consolidation of the Corporate Taxpayer with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, either (x) the Board immediately prior to the merger or consolidation does not constitute at least a majority of the board of directors of the company surviving the merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof, or (y) the voting securities of the Corporate Taxpayer immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof; or

(iii) the stockholders of the Corporate Taxpayer approve a plan of complete liquidation or dissolution of the Corporate Taxpayer or there is consummated an agreement or series of related agreements for the sale, lease or other disposition, directly or indirectly, by the Corporate Taxpayer of all or substantially all of the Corporate Taxpayer’s assets, other than such sale or other disposition by the Corporate Taxpayer of all or substantially all of the Corporate Taxpayer’s assets to an entity at least 50% of the combined voting power of the voting securities of which are owned by stockholders of the Corporate Taxpayer in substantially the same proportions as their ownership of the Corporate Taxpayer immediately prior to such sale or other disposition.

Notwithstanding the foregoing, except with respect to clause (ii)(x) above, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the shares of the Corporate Taxpayer immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in, and voting control over, and own substantially all of the shares of, an entity which owns, directly or indirectly, all or substantially all of the assets of the Corporate Taxpayer immediately following such transaction or series of transactions.

“Class A Shares” has the meaning set forth in the Recitals of this Agreement.

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“Class D Shares” has the meaning set forth in the Recitals of this Agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Corporate Taxpayer” means Clearwater Analytics Holdings, Inc. and any successor corporation and shall include any company that is a member of any consolidated Tax Return of which Clearwater Analytics Holdings, Inc. is a member.

“Corporate Taxpayer Return” means the United States federal income Tax Return of the Corporate Taxpayer filed with respect to Taxes of any Taxable Year, including any consolidated Tax Return.

“Cumulative Net Realized Tax Benefit” for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to and including such Taxable Year, net of the Realized Tax Detriment for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedules or Amended Schedules, if any, in existence at the time of such determination; provided, that, for the avoidance of doubt, the computation of the Cumulative Net Realized Tax Benefit shall be adjusted to reflect any applicable Determination with respect to any Realized Tax Benefits and/or Realized Tax Detriments.

“Determination” shall have the meaning ascribed to such term in Section 1313(a) of the Code or any other event (including the execution of IRS Form 870-AD), including a settlement with the applicable Taxing Authority, that establishes the amount of any liability for Tax.

“Durable Blocker” means DCP CA Blocker LLC.

“Early Termination Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

“Early Termination Effective Date” means the date on which an Early Termination Schedule becomes binding pursuant to Section 4.2.

“Early Termination Notice” has the meaning set forth in Section 4.2 of this Agreement.

“Early Termination Payment” has the meaning set forth in Section 4.3(b) of this Agreement.

“Early Termination Rate” means the lesser of (i) 6.5% and (ii) LIBOR plus 100 basis points.

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“Early Termination Schedule” has the meaning set forth in Section 4.2 of this Agreement.

“Eligible EO Percentage” means the sum of the Individual EO Percentages of each Eligible Executive Officer.

“Eligible Executive Officer” has the meaning set forth in the Recitals of this Agreement.

“Exchange” has the meaning set forth in the Recitals of this Agreement.

“Exchange Date” means the date of any Exchange.

“Exchanging Holder” has the meaning set forth in the Recitals of this Agreement.

“Expert” has the meaning set forth in Section 7.9 of this Agreement.

“Future TRAs” has the meaning set forth in Section 5.1 of this Agreement.

“Hypothetical Tax Liability” means, with respect to any Taxable Year, the liability for Taxes of (i) the Corporate Taxpayer and (ii) without duplication, the portion of any liability for U.S. federal income taxes imposed directly on OpCo (and OpCo’s applicable Subsidiaries) under Section 6225 or any similar provision of the Code that is allocable to the Corporate Taxpayer under Section 704 of the Code and/or the Partnership Audit Rules, in each case using the same methods, elections, conventions and similar practices used on the relevant Corporate Taxpayer Return, but (a) using the Non-Stepped Up Tax Basis as reflected on the Basis Schedule including amendments thereto for the Taxable Year, (b) excluding any Pre-Merger NOLs and (c) excluding any deduction attributable to Imputed Interest attributable to any payment made under this Agreement for the Taxable Year and any TRA Bonus Deduction for such Taxable Year; provided, that Hypothetical Tax Liability shall be calculated (x) excluding deductions of state and local income taxes for U.S. federal income tax purposes and (y) assuming the liability for state and local Taxes (but not, for the avoidance of doubt, United States federal taxes) shall be equal to the product of (i) the amount of the U.S. federal taxable income or gain calculated for purposes of this definition of Hypothetical Tax Liability for such Taxable Year multiplied by (ii) the Assumed State and Local Tax Rate. For the avoidance of doubt, (i) Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any Tax item (or portions thereof) that is attributable to a Tax Attribute as applicable and (ii) the basis of the Reference Property in the aggregate for purposes of determining the Hypothetical Tax Liability can never be less than zero.

“Imputed Interest” in respect of a TRA Party shall mean any interest imputed under Section 1272, 1274, 7872 or 483 or other provision of the Code with respect to the Corporate Taxpayer’s payment obligations in respect of such TRA Party under this Agreement.

“Independent Director” means any member of the Board who is not affiliated with any current or former TRA Party and who is neither a current nor former officer of the Corporate Taxpayer or any of its Subsidiaries.

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“Individual EO Percentage” means the percentage specified in any Executive Officer’s TRA Bonus Agreement. The sum of the Individual EO Percentages shall never exceed the Maximum EO Percentage.

“Interest Amount” has the meaning set forth in Section 3.1(b) of this Agreement.

“IPO” means the initial public offering of Class A Shares by the Corporate Taxpayer (including any greenshoe related to such initial public offering).

“IPO Date” means the initial closing date of the IPO.

“IPO Restructuring” means the series of transactions occurring prior to or in connection with the IPO resulting in Corporate Taxpayer being a holding company and its principal asset consisting of interests in OpCo.

“IRS” means the United States Internal Revenue Service.

“Joinder” has the meaning set forth in Section 7.6(a) of this Agreement.

“LIBOR” means during any period, the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another source selected by the Corporate Taxpayer as an authorized information vendor for the purpose of displaying rates at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market (an “Alternate Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the first day of such period as the London interbank offered rate for U.S. dollars having a borrowing date and a maturity comparable to such period; provided, that at no time shall LIBOR be less than 0%. At the earliest of (i) the date that LIBOR is no longer a widely recognized benchmark rate for newly originated loans in the U.S. loan market in U.S. dollars, (ii) June 30, 2023 and (iii) the date on which the TRA Party Representative and Corporate Taxpayer mutually agree that it is appropriate to establish a replacement interest rate (a “Replacement Rate”), then the Corporate Taxpayer shall (as determined by the Corporate Taxpayer to be consistent with market practice generally and subject to the prior written consent of the TRA Party Representative, which consent shall not be unreasonably withheld, conditioned or delayed), establish a Replacement Rate, in which case, the Replacement Rate shall, subject to the next two sentences, replace LIBOR for all purposes under this Agreement; provided that unless otherwise mutually agreed by the TRA Party Representative and the Corporate Taxpayer, the Replacement Rate shall be SOFR. In connection with the establishment and application of the Replacement Rate, this Agreement shall be amended solely with the consent of the Corporate Taxpayer and OpCo, as may be necessary or appropriate, in the reasonable judgment of the Corporate Taxpayer, to effect the provisions of this section. The Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Corporate Taxpayer, such Replacement Rate shall be applied as otherwise reasonably determined by the Corporate Taxpayer.

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“LLC Agreement” means, with respect to OpCo, (i) prior to the IPO Restructuring, the Second Amended and Restated Limited Liability Company Agreement of CWAN Holdings, LLC, dated as of November 2, 2020, as such agreement may be further amended, restated, supplemented and/or otherwise modified from time to time and (ii) following the IPO Restructuring, the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings, LLC, as such agreement may be further amended, restated, supplemented and/or otherwise modified from time to time.

“LLC Unit Holder” means holders of Units other than the Corporate Taxpayer.

“Market Value” shall mean, with respect to an Exchange, the value of the Class A Shares or Class D Shares, as the case may be, on the applicable Exchange Date used by the Corporate Taxpayer in its U.S. federal income tax reporting with respect to such Exchange.

“Material Objection Notice” has the meaning set forth in Section 4.2 of this Agreement.

“Maximum EO Percentage” means 4.6%.

“Net Tax Benefit” has the meaning set forth in Section 3.1(b) of this Agreement.

“Non-Stepped Up Tax Basis” means, with respect to any Reference Property, the Tax basis that such property would have had at such time if no Basis Adjustments had been made and if the Blocker Transferred Basis was equal to zero.

“Objection Notice” has the meaning set forth in Section 2.3(a) of this Agreement.

“OpCo” has the meaning set forth in the Preamble to this Agreement.

“Partnership Audit Rules” means the centralized partnership audit regime enacted by the Bipartisan Budget Act of 2015, as set forth in Sections 6221 through 6241 of the Code and any Treasury Regulations and administrative guidance thereunder.

“Permira Blocker” means Galibier Intermediate, Inc., including its wholly owned subsidiary, Galicorp, Inc.

“Permira Parties” means the persons identified as Permira Parties in Exhibit B.

“Permira Representative” means the person identified as the Permira Representative in Exhibit B.

“Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

“Pre-Exchange Transfer” means any transfer (including upon the death or dissolution of an LLC Unit Holder) or distribution in respect of one or more Units (i) that occurs prior to an Exchange of such Units, and (ii) to which Section 734(b) or 743(b) of the Code applies.

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“Pre-Merger NOLs” means, without duplication, the net operating losses, capital losses, research and development credits, (excluding excess Section 163(j) limitation carryforwards) that the Corporate Taxpayer is entitled to utilize as a result of a Blocker’s participation in a Blocker Exchange that relate to periods (or portions thereof) prior to the Blocker Exchange; provided, however, that in order to determine whether any such Tax attribute is a Pre-Merger NOL, the Taxable Year of the Corporate Taxpayer that includes the effective date of the Blocker Exchange shall be deemed to end as of the close of such effective date. Notwithstanding the foregoing and for the avoidance of doubt, the term “Pre-Merger NOL” shall not include any Tax attribute of a Blocker that is used to offset Taxable income of such Blocker, if such offset is attributable to taxable periods (or portion thereof) ending on or prior to the date of the Blocker Exchange.

“Realized Tax Benefit” means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability of (i) the Corporate Taxpayer and (ii) without duplication, OpCo (and OpCo’s applicable Subsidiaries), but only with respect to Taxes imposed on OpCo (and OpCo’s applicable Subsidiaries) that are allocable to the Corporate Taxpayer under Section 704 of the Code and/or the Partnership Audit Rules. If all or a portion of the Actual Tax Liability for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

“Realized Tax Detriment” means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability of (i) the Corporate Taxpayer and (ii) without duplication, OpCo (and OpCo’s applicable Subsidiaries), but only with respect to Taxes imposed on OpCo (and OpCo’s applicable Subsidiaries) that are allocable to the Corporate Taxpayer under Section 704 of the Code and/or the Partnership Audit Rules. If all or a portion of the Actual Tax Liability for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

“Reconciliation Dispute” has the meaning set forth in Section 7.9 of this Agreement.

“Reconciliation Procedures” has the meaning set forth in Section 2.3(a) of this Agreement.

“Reference Property” means property (as determined for U.S. federal income tax purposes) that is held by OpCo, or by any of its direct or indirect Subsidiaries treated as a partnership or disregarded entity (but only to the extent such indirect Subsidiaries are held through Subsidiaries treated as partnerships or disregarded entities) for purposes of the applicable Tax, at the time of an Exchange. Reference Property also includes any property that is “substituted basis property” under Section 7701(a)(42) of the Code with respect to Reference Property. For the avoidance of doubt, Reference Property does not include property held directly or indirectly by a Subsidiary treated as a corporation for U.S. federal income tax purposes.

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“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Schedule” means any of the following: (i) a Basis Schedule; (ii) a Tax Benefit Schedule; or (iii) the Early Termination Schedule.

“Section 734(b) Exchange” means any Exchange that results in a Basis Adjustment under Section 734(b) of the Code.

“Senior Obligations” has the meaning set forth in Section 5.1 of this Agreement.

“Sharing Percentage” has the meaning set forth in Section 3.1(c) of this Agreement.

“SOFR” with respect to any Business Day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source) at approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day and, in each case, that has been selected or recommended by the Relevant Governmental Body.

“Subsidiaries” means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or similar interest of such Person.

“Subsidiary Stock” means stock or other equity interest in a Subsidiary of OpCo that is treated as a corporation for U.S. federal income tax purposes.

“Tax Attributes” has the meaning set forth in the Recitals of this Agreement.

“Tax Benefit Payment” has the meaning set forth in Section 3.1(b) of this Agreement.

“Tax Benefit Schedule” has the meaning set forth in Section 2.2 of this Agreement.

“Tax Return” means any return, declaration, report or similar statement filed or required to be filed with respect to Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.

“Taxable Year” means a taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code or comparable section of state or local Tax law, as applicable (and, therefore, for the avoidance of doubt, may include a period of less than twelve (12) months for which a Tax Return is made), ending on or after the IPO Date.

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“Taxes” means any and all United States federal, state, and local taxes, assessments or similar charges that are based on or measured with respect to net income or profits, and any interest related to such Tax.

“Taxing Authority” means any domestic, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.

“TRA Bonus Agreement” means those certain bonus agreements entered into on or about the date hereof with the Eligible Executive Officers pursuant to which such person are entitled to bonus payments calculated by reference to the payments made to the TRA Parties hereunder.

“TRA Bonus Amount” has the meaning set forth in Section 3.1(c) of this Agreement.

“TRA Bonus Deductions” has the meaning set forth in the Recitals to this Agreement.

“TRA Party” has the meaning set forth in the Preamble to this Agreement.

“TRA Party Representative” means the WCAS Representative.

“Treasury Regulations” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

“Units” has the meaning set forth in the Recitals of this Agreement.

“Upper-Tier Partnership” means any entity treated as a partnership for United States federal income Tax purposes that directly, or indirectly through one or more entities treated as partnerships for United States federal income Tax purposes holds a partnership interest in OpCo.

“Valuation Assumptions” shall mean, as of an Early Termination Date, the assumptions that in each Taxable Year ending on or after such Early Termination Date, (1) the Corporate Taxpayer will have taxable income sufficient to fully utilize the Tax items arising from the Tax Attributes (other than any items addressed in clause (2) below) during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future payments made under this Agreement that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available, (2) Pre-Merger NOLs and loss carryovers generated by deductions arising from any Tax Attributes or Imputed Interest that are available as of the date of such Early Termination Date will be used by the Corporate Taxpayer on a pro rata basis from the date of such Early Termination Date through the earlier of (x) the scheduled expiration date under applicable Tax law of such loss carryovers or (y) the fifth (5th) anniversary of the Early Termination Date, (3) the United States federal income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and the Assumed State and Local Tax Rate will be

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calculated by reference to the rates in effect under other law, and the apportionment factor applicable in the Taxable Year of the Early Termination Date as reasonably determined by the Corporate Taxpayer, (4) any non-amortizable assets (other than any Subsidiary Stock) will be disposed of on the fifteenth (15th) anniversary of the applicable Exchange and any cash equivalents will be disposed of twelve (12) months following the Early Termination Date, unless such date has passed in which case such assets will be deemed disposed of on the fifth (5th) anniversary of the Early Termination Date; provided, that in the event of a Change of Control, such non-amortizable assets shall be deemed disposed of at the time of sale (if applicable) of the relevant asset in the Change of Control (if earlier than such fifteenth (15th) anniversary), (5) any Subsidiary Stock will not be deemed to be disposed unless actually disposed, and (6) if, at the Early Termination Date, there are Units that have not been Exchanged, then each such Unit shall be deemed Exchanged for the Market Value of the Class A Shares or Class D Shares that would be transferred if the Exchange occurred on the Early Termination Date.

“Warburg Blocker” means WP CA Blocker, Inc.

“Warburg Parties” shall mean the persons identified as Warburg Parties in Exhibit B.

“Warburg Representative” means the person identified as the Warburg Representative in Exhibit B.

“WCAS XII Blocker” means WCAS XII Carbon Blocker LLC

“WCAS XIII Blocker” means WCAS XIII Carbon Blocker LLC

“WCAS Parties” shall mean the persons identified as WCAS Parties in Exhibit B.

“WCAS Representative” means the person identified as the WCAS Representative in Exhibit B.

ARTICLE II

DETERMINATION OF CERTAIN REALIZED TAX BENEFIT

Section 2.1 Basis Schedule. Within one hundred and twenty (120) calendar days after the due date (including extensions) of IRS Form 1120 (or any successor form) of the Corporate Taxpayer for each relevant Taxable Year, the Corporate Taxpayer shall, on the same date, deliver to (a) the TRA Party Representative a schedule (the “Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, (i) the Blocker Transferred Basis of the Reference Property with respect to each Blocker and in respect of each TRA Party, if any, (ii) the Non-Stepped Up Tax Basis of the Reference Property in respect of each TRA Party as of each applicable Exchange Date, if any, (iii) the Basis Adjustment with respect to the Reference Property in respect of each TRA Party as a result of the Exchanges effected in such Taxable Year or any prior Taxable Year by each TRA Party, if any, calculated in the aggregate, (iv) the period (or periods) over which the Blocker Transferred Basis with respect to each Blocker and each Basis Adjustment in respect of each TRA Party is amortizable and/or depreciable (or otherwise deductible or available as an offset against taxable income), and (iv) the TRA Bonus

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Deduction, calculated in the aggregate (b) the Permira Representative, the portion of such Basis Schedule relating to the Permira Parties in respect of the Permira Blocker and the WCAS XII Blocker, (c) the Warburg Representative, the portion of such Basis Schedule relating to the Warburg Parties in respect of the Warburg Blocker and the WCAS XII Blocker and (d) the WCAS Representative, the portion of such Basis Schedule relating to the WCAS Parties in respect of WCAS XII Blocker and WCAS XIII Blocker, respectively. All costs and expenses incurred in connection with the provision and preparation of the Basis Schedules and Tax Benefit Schedules under this Agreement shall be borne by OpCo.

Section 2.2 Tax Benefit Schedule.

(a) Tax Benefit Schedule. Within one hundred and twenty (120) calendar days after the due date (including extensions) of IRS Form 1120 (or any successor form) of the Corporate Taxpayer for any Taxable Year in which there is a Realized Tax Benefit or a Realized Tax Detriment Attributable to a TRA Party, the Corporate Taxpayer shall, on the same date, provide to (i) the TRA Party Representative a schedule showing, in reasonable detail, the calculation of (x) the Realized Tax Benefit and Tax Benefit Payment, or the Realized Tax Detriment, as applicable, in respect of such TRA Party for such Taxable Year, (y) the TRA Bonus Amount payable in respect of all amounts payable with respect to such Taxable Year and the TRA Bonus Deduction, and (z) the Sharing Percentage with respect to each TRA Party and the amount of all adjustments under Section 3.1(c) with respect to such TRA Party (a “Tax Benefit Schedule”), (ii) the Permira Representative, the portion of such Tax Benefit Schedule relating to the Permira Parties in respect to the Permira Blocker and the WCAS XII Blocker and (iii) the Warburg Representative, the portion of such Tax Benefit Schedule relating to the Warburg Parties in respect to the Warburg Blocker and the WCAS XII Blocker.

(b) Applicable Principles.

(i) General. Subject to Section 3.3, the Realized Tax Benefit (or the Realized Tax Detriment) for each Taxable Year is intended to measure the actual decrease (or increase) in the liability for Taxes of the Corporate Taxpayer for such Taxable Year attributable to the Tax Attributes, determined using a “with and without” methodology. Carryovers or carrybacks of any Tax item attributable to any of the Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to any Tax Attribute and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. The parties agree that (A) all Tax Benefit Payments (other than the portion of the Tax Benefit Payments treated as Imputed Interest) attributable to the Basis Adjustments will, except in the case of a Blocker Exchange, be treated as subsequent upward purchase price adjustments that have the effect of creating additional Basis Adjustments to Reference Property for the Corporate Taxpayer in the year of payment to the extent permitted by applicable law (as determined in good faith by the Corporate Taxpayer), (B) as a result, such additional Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate, and (C) the Actual Tax Liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest.

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(ii) Applicable Principles of Section 734(b) Exchanges. Notwithstanding any provisions to the contrary in this Agreement, the foregoing treatment set out in the last sentence of Section 2.2(b)(i) shall not be required to apply to payments hereunder to an Exchanging Holder in respect of a Section 734(b) Exchange by such Exchanging Holder. For the avoidance of doubt, payments made under this Agreement relating to a Section 734(b) Exchange shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest. The parties intend that (A) an Exchanging Holder that has made a Section 734(b) Exchange shall, with respect to the Basis Adjustment resulting from such Section 734(b) Exchange or any payments hereunder in respect of such Section 734(b) Exchange, be entitled to Tax Benefit Payments attributable to such Basis Adjustments only to the extent such Basis Adjustments are allocable to the Corporate Taxpayer following such Section 734(b) Exchange (without taking into account any concurrent or subsequent Exchanges) and (B) if, as a result of a subsequent Exchange, an increased portion of the Basis Adjustments resulting from such Section 734(b) Exchange or any payments hereunder in respect of such Section 734(b) Exchange becomes allocable to the Corporate Taxpayer, then the LLC Unit Holder that makes such subsequent Exchange shall be entitled to a Tax Benefit Payment calculated in respect of such increased portion.

Section 2.3 Procedures, Amendments.

(a) Procedure. Every time the Corporate Taxpayer delivers to the TRA Party Representative an applicable Schedule under this Agreement, including any Amended Schedule delivered pursuant to Section 2.3(b), and any Early Termination Schedule or amended Early Termination Schedule, the Corporate Taxpayer shall also (i) deliver to the TRA Party Representative supporting schedules and work papers, as determined by the Corporate Taxpayer or as reasonably requested by the TRA Party Representative, providing reasonable detail regarding data and calculations that were relevant for purposes of preparing the Schedule, (ii) deliver to the Permira Representative the portion of the materials described in clause (i) above to the extent related to the Permira Parties (including, for the avoidance of doubt, with respect to the WCAS XII Blocker), (iii) deliver to the Warburg Representative the portion of the materials described in clause (i) above to the extent related to the Warburg Parties (including, for the avoidance of doubt, with respect to the WCAS XII Blocker) and (iv) allow the TRA Party Representative, the Permira Representative and the Warburg Representative reasonable access at no cost to the appropriate representatives at the Corporate Taxpayer, as determined by the Corporate Taxpayer or as reasonably requested by the TRA Party Representative, the Permira Representative or the Warburg Representative, in connection with a review of such Schedule (or, in the case of the Permira Representative or Warburg Representative, the portion of such Schedule relating to the Permira Parties or Warburg Parties, as applicable, including, for the avoidance of doubt, with respect to the WCAS XII Blocker). Without limiting the generality of the preceding sentence, the Corporate Taxpayer shall ensure that any Tax Benefit Schedule that is delivered to the TRA Party Representative (and the portion of any such Schedule delivered to the Permira Representative or the Warburg Representative), along with any supporting schedules and work papers, provides a reasonably detailed presentation of the calculation of the Actual Tax Liability, the Hypothetical Tax Liability and the aggregate TRA Bonus Amount and identifies any material assumptions or operating procedures or principles that were used for purposes of such calculations. An applicable Schedule or amendment thereto shall become final and binding on all parties thirty (30) calendar days from the date on which the TRA Party Representative is treated as having received the applicable Schedule or amendment thereto under Section 7.1 unless the TRA Party Representative

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(i) within thirty (30) calendar days from such date provides the Corporate Taxpayer with written notice of a material objection to such Schedule (“Objection Notice”) made in good faith or (ii) provides a written waiver of such right of any Objection Notice within the period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by the Corporate Taxpayer; provided, that the TRA Party Representative shall consult in good faith with the Permira Representative regarding any objections to such Schedule by the Permira Representative to the extent related to the Permira Parties (including, for the avoidance of doubt, with respect to the WCAS XII Blocker), and with the Warburg Representative regarding any objections to such Schedule by the Warburg Representative to the extent related to the Warburg Parties (including, for the avoidance of doubt, with respect to and the WCAS XII Blocker), and shall include all reasonable material objections of the Permira Representative or the Warburg Representative in an Objection Notice. If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in the Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of an Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the reconciliation procedures as described in Section 7.9 of this Agreement (the “Reconciliation Procedures”).

(b) Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the TRA Party Representative, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide (A) an Amended Schedule to the TRA Party Representative, (B) the portion of such Amended Schedule that relates to the Permira Parties (including, for the avoidance of doubt, with respect to the WCAS XII Blocker) to the Permira Representative, and (C) the portion of such Amended Schedule that relates to the Warburg Parties (including, for the avoidance of doubt, with respect to the WCAS XII Blocker) to the Warburg Representative, in each case, when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.

ARTICLE III

TAX BENEFIT PAYMENTS

Section 3.1 Payments.

(a) Payments. Within five (5) Business Days after a Tax Benefit Schedule delivered to the TRA Party Representative becomes final in accordance with Section 2.3(a) and Section 7.9, if applicable, the Corporate Taxpayer shall pay to each TRA Party for such Taxable Year the Tax Benefit Payment determined pursuant to Section 3.1(b) that is Attributable to each

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TRA Party as adjusted pursuant to Section 3.1(c). Each Tax Benefit Payment made to a TRA Party pursuant to this Section 3.1(a) shall be made by wire transfer of immediately available funds to the bank account previously designated by such TRA Party to the Corporate Taxpayer or as otherwise agreed by the Corporate Taxpayer and such TRA Party. For the avoidance of doubt, (x) no Tax Benefit Payment (or payment under a TRA Bonus Agreement) shall be made in respect of estimated Tax payments, including, without limitation, United States federal estimated income Tax payments and (y) payments of the TRA Bonus Amounts shall be made pursuant to the terms of the TRA Bonus Agreements (and not pursuant to this Agreement).

(b) A “Tax Benefit Payment” in respect of a TRA Party for a Taxable Year means an amount, not less than zero, equal to the Net Tax Benefit that is Attributable to such TRA Party and the Interest Amount with respect thereto, as further adjusted pursuant to Section 3.1(c). For the avoidance of doubt, for tax purposes, the Interest Amount shall not be treated as interest, but instead, shall be treated as additional consideration in the applicable transaction, unless otherwise required by law. Subject to Section 3.3, the “Net Tax Benefit” for a Taxable Year shall be an amount equal to the excess, if any, of 85% of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year, over the total amount of payments previously made under the first sentence of Section 3.1(a) or that would have been made if no adjustments were made under Section 3.1(c) (excluding payments attributable to Interest Amounts); provided, for the avoidance of doubt, that no such recipient shall be required to return any portion of any previously made Tax Benefit Payment. Notwithstanding anything to the contrary in this Agreement, the parties acknowledge and agree that the determination of the portion of the Tax Benefit Payment to be paid to a TRA Party under this Agreement with respect to state and local taxes shall not require separate “with and without” calculations in respect of each applicable state and local tax jurisdiction but rather will be based on the United States federal taxable income or gain for such taxable year reported on the Corporate Taxpayer’s IRS Form 1120 (or any successor form) and the Assumed Sales and Local Tax Rate. The “Interest Amount” shall equal the interest on the Net Tax Benefit calculated at the Agreed Rate from the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for such Taxable Year until the payment date under Section 3.1(a). Notwithstanding the foregoing, for each Taxable Year ending on or after the date of a Change of Control that occurs after the IPO Date, all Tax Benefit Payments shall be calculated by utilizing Valuation Assumptions (1), (2), (4) and (5), substituting in each case the terms “date of a Change of Control” for an “Early Termination Date.”

(c) Reduction for TRA Bonus Amount; Sharing Percentages; Equitable Adjustments. Each TRA Party’s Tax Benefit Payment for any Taxable Year shall be reduced by such TRA Party’s Sharing Percentage of the TRA Bonus Amount (if any) with respect to such Taxable Year. The “TRA Bonus Amount” for any Taxable Year means an aggregate amount, not less than zero, equal to the sum of (A) the product of (x) the total Net Tax Benefit with respect to such Taxable Year Attributable to all TRA Parties and (y) the then-applicable Eligible EO Percentage plus (B) an amount equal to the Interest Amount that would have accrued had such payment been made to a TRA Party. The “Sharing Percentage” of any TRA Party for a Taxable Year is equal to 100% multiplied by a fraction, the numerator of which is the portion of the Net Tax Benefit Attributable to such TRA Party with respect to such Taxable Year, and the denominator of which is the total Net Tax Benefit of all TRA Parties calculated with respect to such Taxable Year, in each case prior to adjustment under this Section 3.1(c). The TRA Parties and the Corporate Taxpayer intend that as among the TRA Parties, the cumulative burden of the

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TRA Bonus Amount shall be shared in proportion to the Net Tax Benefit Attributable to such TRA Parties that gives rise to payments hereunder. Therefore, if required to carry out such intention, the Tax Benefit Payment of any TRA Party may be further equitably adjusted by the Corporate Taxpayer in consultation with the TRA Party Representative such that the aggregate burden of the cumulative TRA Bonus Amount for all periods is borne by the TRA Parties in proportion to the Tax Attributes Attributable to each such TRA Parties that have given rise to cumulative Net Tax Benefit with respect to such TRA Party hereunder.

Section 3.2 No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement. The provisions of this Agreement shall be construed in the appropriate manner to ensure such intentions are realized.

Section 3.3 Pro Rata Payments. Notwithstanding anything in Section 3.1 to the contrary, to the extent that the aggregate Realized Tax Benefit of the Corporate Taxpayer with respect to the Tax Attributes is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income, the Net Tax Benefit of the Corporate Taxpayer shall be allocated among all parties then eligible for Tax Benefit Payments under this Agreement in proportion to the amount of Net Tax Benefit that would have been Attributable to each such party if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation. To the extent any part of the limitation on the Realized Tax Benefit is allocated in a manner that differs from the order prescribed in the applicable rules of the Code and the Treasury Regulations regarding the utilization, or deemed utilization, of such Tax items, appropriate adjustments, consistent with the principles of this Section 3.3, shall be made in future Taxable Years to take into account such differing allocation.

Section 3.4 Payment Ordering. If for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the TRA Parties agree that (i) Tax Benefit Payments for such Taxable Year shall be allocated to all parties then eligible for Tax Benefit Payments under this Agreement in proportion to the payments that would have been made to each TRA Party if the Corporate Taxpayer had sufficient cash available to make such payments (taking into account the operation of Section 3.3) and the TRA Bonus Amount payable as a result thereof and (ii) no Tax Benefit Payments or payments under the TRA Bonus Agreements shall be made in respect of any Taxable Year until all Tax Benefit Payments to all TRA Parties and, to the extent required under the terms thereof, under all TRA Bonus Agreements of Eligible Executive Officers in respect of all prior Taxable Years have been made in full.

Section 3.5 Excess Payments. To the extent the Corporate Taxpayer makes a payment to a TRA Party in respect of a particular Taxable Year under Section 3.1(a) of this Agreement (taking into account Section 3.3 and Section 3.4) in an amount in excess of the amount of such payment that should have been made to such TRA Party in respect of such Taxable Year, then (a) such TRA Party shall not receive further payments under Section 3.1(a) until such TRA Party has foregone an amount of payments equal to such excess and (b) the Corporate Taxpayer will pay the amount of such TRA Party’s foregone payments to the other Persons to whom a payment is due under this Agreement in a manner such that each such Person to whom a payment is due under this Agreement, to the maximum extent possible, receives aggregate payments under Section 3.1(a) (taking into account Section 3.3 and Section 3.4) in the amount it would have received if there had been no excess payment to such TRA Party.

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ARTICLE IV

TERMINATION

Section 4.1 Early Termination of Agreement; Breach of Agreement.

(a) With the written approval of a majority of the Board’s Independent Directors, the Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties paying to each TRA Party the Early Termination Payment in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (i) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (ii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (ii) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

(b) In the event that the Corporate Taxpayer (i) breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment when due failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise or (ii)(A) shall commence any case, proceeding or other action (I) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (II) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the nature referred to in clause (A) above that remains undismissed or undischarged for a period of sixty (60) calendar days, all obligations hereunder shall be automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of a breach; provided that procedures similar to the procedures of Section 4.2 shall apply with respect to the determination

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of the amount payable by the Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing (other than as set forth in subsection (2) above), in the event that the Corporate Taxpayer breaches this Agreement, each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if (A) the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment; provided, (x) the Corporate Taxpayer has used reasonable efforts to obtain such funds and (y) that the interest provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.2 shall not apply) or (B) fails to make any payment under or breaches any term of a TRA Bonus Agreement; provided further, for the avoidance of doubt, the last sentence of this Section 4.1(b) shall not apply to any payments due pursuant to an election by a TRA Party for the acceleration upon a Change of Control contemplated by Section 4.1(c).

(c) In the event of a Change of Control, all payment obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control and shall include, but not be limited to the following: (i) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the effective date of a Change of Control, (ii) payment of any Tax Benefit Payment previously due and payable but unpaid as of the Early Termination Notice, and (iii) except to the extent included in the Early Termination Payment or if included as a payment under clause (ii) of this Section 4.1(c), payment of any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the effective date of a Change of Control. In the event of a Change of Control, the Early Termination Payment shall be calculated utilizing the Valuation Assumptions and by substituting in each case the terms “the closing date of a Change of Control” for an “Early Termination Date.”

Section 4.2 Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to the TRA Party Representative notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due for each TRA Party and the TRA Bonus Amount in respect thereof. On the same date as the delivery of the Early Termination Notice and the Early Termination Schedule to the TRA Party Representative pursuant to this Section 4.2, the Corporate Taxpayer shall deliver to the Permira Representative an Early Termination Notice and such portion of the Early Termination Schedule that relates to the Permira Parties (including, for the avoidance of doubt, with respect to the WCAS XII Blocker), and the Corporate Taxpayer shall deliver to the Warburg Representative an Early Termination Notice and such portion of the Early Termination Schedule that relates to the Warburg Parties (including, for the avoidance of doubt, with respect to the WCAS XII Blocker). Each Early Termination Schedule shall become final and binding on all

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parties thirty (30) calendar days from the first date on which the TRA Party Representative is treated as having received such Schedule or amendment thereto under Section 7.1 unless the TRA Party Representative (a) within thirty (30) calendar days after such date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (b) provides a written waiver of such right of a Material Objection Notice within the period described in clause (a) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer; provided, that the TRA Party Representative shall consult in good faith with the Permira Representative regarding any objections to such Schedule by the Permira Representative to the extent related to the Permira Parties (including, for the avoidance of doubt, with respect to the WCAS XII Blocker), and with the Warburg Representative regarding any objections to such Schedule by the Warburg Representative to the extent related to the Warburg Parties (including, for the avoidance of doubt, with respect to and the WCAS XII Blocker), and shall include all reasonable material objections of the Permira Representative or the Warburg Representative in a Material Objection Notice. If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) calendar days after the conclusion of the Reconciliation Procedures.

Section 4.3 Payment upon Early Termination.

(a) Within three (3) calendar days after an Early Termination Effective Date, the Corporate Taxpayer shall pay to each TRA Party an amount equal to the Early Termination Payment in respect of such TRA Party. Such payment shall be made by wire transfer of immediately available funds to a bank account or accounts designated by such TRA Party or as otherwise agreed by the Corporate Taxpayer and such TRA Party or, in the absence of such designation or agreement, by check mailed to the last mailing address provided by such TRA Party to the Corporate Taxpayer.

(b) “Early Termination Payment” in respect of a TRA Party shall equal the present value, discounted at the Early Termination Rate as of the applicable Early Termination Effective Date, of all Tax Benefit Payments in respect of such TRA Party that would be required to be paid by the Corporate Taxpayer beginning from the Early Termination Date and assuming that the Valuation Assumptions in respect of such TRA Party are applied and that each Tax Benefit Payment for the relevant Taxable Year would be due and payable on the due date (without extensions) under applicable law as of the Early Termination Effective Date for filing of IRS Form 1120 (or any successor form) of the Corporate Taxpayer, which, for the avoidance of doubt, shall be reduced under the principles of Section 3.1(c) (mutatis mutandis) by TRA Bonus Amount that would be payable to Eligible Executive Officers based on the same assumptions, and further assuming that each person that is an Eligible Executive Officer on the Early Termination Effective Date remains an Eligible Executive Officer each relevant future date.

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ARTICLE V

SUBORDINATION AND LATE PAYMENTS

Section 5.1 Subordination. Notwithstanding any other provision of this Agreement to the contrary, any payments required to be made by the Corporate Taxpayer to the TRA Parties under this Agreement shall rank subordinate and junior in right of payment to any principal, interest or other amounts due and payable in respect of any obligations in respect of indebtedness for borrowed money of the Corporate Taxpayer and its Subsidiaries (“Senior Obligations”) and shall rank pari passu in right of payment with all current or future unsecured obligations of the Corporate Taxpayer that are not Senior Obligations. To the extent that any payment under this Agreement is not permitted to be made at the time payment is due as a result of this Section 5.1 and the terms of agreements governing Senior Obligations, such payment obligation nevertheless shall accrue for the benefit of TRA Parties and the Corporate Taxpayer shall make such payments at the first opportunity that such payments are permitted to be made in accordance with the terms of the Senior Obligations. Notwithstanding any other provision of this Agreement to the contrary, to the extent that the Corporate Taxpayer or any of its Affiliates enters into future Tax receivable or other similar agreements (“Future TRAs”), the Corporate Taxpayer shall ensure that the terms of any such Future TRA shall provide that the Tax Attributes subject to this Agreement are considered senior in priority to any Tax attributes subject to any such Future TRA for purposes of calculating the amount and timing of payments under any such Future TRA.

Section 5.2 Late Payments by the Corporate Taxpayer. Subject to the proviso in the last sentence of Section 4.1(b), the amount of all or any portion of any Tax Benefit Payment or Early Termination Payment not made to the TRA Parties when due under the terms of this Agreement, whether as a result of Section 5.1 or otherwise, shall be payable together with any interest thereon, computed at the Agreed Rate and commencing from the date on which such Tax Benefit Payment or Early Termination Payment was first due and payable to the date of actual payment.

ARTICLE VI

NO DISPUTES; CONSISTENCY; COOPERATION

Section 6.1 Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters. Except as otherwise provided herein, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and OpCo, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the TRA Party Representative of, and keep the TRA Party Representative reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and OpCo by a Taxing Authority the outcome of which is reasonably expected to materially affect the rights and obligations of the TRA Parties under this Agreement, and shall provide the TRA Party Representative reasonable opportunity to provide information and other input to the Corporate Taxpayer, OpCo and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and OpCo shall not be required to take any action that is inconsistent with any provision of the LLC Agreement.

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Section 6.2 Consistency. The Corporate Taxpayer and the TRA Parties agree to report and cause to be reported for all purposes, including United States federal, state and local tax purposes and financial reporting purposes, all Tax-related items (including, without limitation, the Basis Adjustments and each Tax Benefit Payment) in a manner consistent with that (x) contemplated by this Agreement, (y) contemplated by any other Agreement entered into in connection with the IPO or (z) specified by the Corporate Taxpayer in any Schedule required to be provided by or on behalf of the Corporate Taxpayer under this Agreement unless otherwise required by law. The Corporate Taxpayer shall (and shall cause OpCo and its other Subsidiaries to) use commercially reasonable efforts (for the avoidance of doubt, taking into account the interests and entitlements of all TRA Parties under this Agreement) to defend the Tax treatment contemplated by this Agreement and any Schedule in any audit, contest or similar proceeding with any Taxing Authority.

Section 6.3 Cooperation. Each of the TRA Parties shall (a) furnish to the Corporate Taxpayer in a timely manner such information, documents and other materials in its possession as the Corporate Taxpayer may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority, (b) make itself available to the Corporate Taxpayer and its representatives to provide explanations of documents and materials and such other information as the Corporate Taxpayer or its representatives may reasonably request in connection with any of the matters described in clause (a) above, and (c) reasonably cooperate in connection with any such matter, and the Corporate Taxpayer shall reimburse each such TRA Party for any reasonable and documented out-of-pocket costs and expenses incurred pursuant to this Section 6.3. Upon the request of any TRA Party, the Corporate Taxpayer shall cooperate in taking any action reasonably requested by such TRA Party in connection with its tax or financial reporting and/or the consummation of any assignment or transfer of any of its rights and/or obligations under this Agreement, including without limitation, providing any information or executing any documentation.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given and received (a) on the date of delivery if delivered personally, or by facsimile or email with confirmation of transmission by the transmitting equipment or (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to the Corporate Taxpayer, to:

Clearwater Analytics Holdings, Inc.

777 W. Main Street

Suite 900

Boise, Idaho 83702

Attention: Alphonse Valbrune, Chief Legal Officer

Email: *****

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If to the TRA Parties, to the respective addresses, fax numbers and email addresses set forth in the records of OpCo or the Corporate Taxpayer, as applicable.

Any party may change its address, fax number or email by giving the other party written notice of its new address, fax number or email in the manner set forth above.

Section 7.2 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 7.3 Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.4 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 7.5 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 7.6 Successors; Assignment; Amendments; Waivers.

(a) Subject to the Corporate Taxpayer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), each TRA Party may assign all or any portion of its rights under this Agreement to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in the form of Exhibit A hereto, agreeing to become a TRA Party for all purposes of this Agreement, except as otherwise provided in such joinder (a “Joinder”). For avoidance of doubt, this Section 7.6(a) shall apply regardless of whether such TRA Party continues to hold any

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interest in the Corporate Taxpayer. For the avoidance of doubt, (i) if a TRA Party transfers Units in accordance with the terms of the LLC Agreement but does not assign to the transferee of such Units its rights under this Agreement with respect to such transferred Units, such TRA Party shall continue to be entitled to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units and (ii) an assignment to any entity controlled by a TRA Party shall be treated as one transfer (or an assignment to an Affiliate, if applicable) for purposes of this Section 7.6(a), even if the interests in such entity are subsequently transferred or distributed to third parties. Any assignment, or attempted assignment in violation of this Agreement, including any failure of a purported assignee to enter into a Joinder or to provide any forms or other information to the extent required hereunder, shall be null and void, and shall not bind or be recognized by the Corporate Taxpayer or the TRA Parties. The Corporate Taxpayer shall be entitled to treat the record owner of any rights under this Agreement as the absolute owner thereof and shall incur no liability for payments made in good faith to such owner until such time as a written assignment of such rights is permitted pursuant to the terms and conditions of this Section 7.6(a) and has been recorded on the books of the Corporate Taxpayer.

(b) Each TRA Party hereby unconditionally and irrevocably grants to the Corporate Taxpayer (or its successors) a right of first refusal, but not an obligation, to purchase all or a portion of such TRA Party’s rights under this agreement that such TRA Party may propose to transfer pursuant to Section 7.6(a), at the same price and on the same terms and conditions as those offered to the prospective transferee. The TRA Party shall provide the Corporate Taxpayer 10 Business Days to elect to accept such offer, and if the Corporate Taxpayer does not accept such offer by 5:00 p.m., Eastern time, on the tenth business day, such TRA Party may transfer its rights under this agreement pursuant to Section 7.6(a) upon such terms, which transfer must occur within the 60 days following such tenth business day without requiring the TRA Party to offer the Corporate Taxpayer another opportunity to purchase such rights prior to such transfer.

(c) No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporate Taxpayer and by the TRA Party Representative; provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the payments one or more TRA Parties receive under this Agreement unless such amendment is consented in writing by such TRA Parties disproportionately affected who would be entitled to receive at least a majority of the total amount of the Early Termination Payments payable to all TRA Parties disproportionately affected hereunder if the Corporate Taxpayer had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA Party pursuant to this Agreement since the date of such most recent Exchange). No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective.

(d) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.

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Section 7.7 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

Section 7.8 Resolution of Disputes.

(a) Any and all disputes which are not governed by Section 7.9 and cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute relating hereto shall be heard in the state or federal courts of Delaware and the parties agree to jurisdiction and venue therein. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any United States District Court in Delaware or any Delaware State, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Each TRA Party irrevocably appoints the Corporate Taxpayer as agent of such TRA Party for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise the TRA Party of any such service of process, shall be deemed in every respect effective service of process upon the TRA Party in any such action or proceeding.

(b) AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Section 7.9 Reconciliation. In the event that the Corporate Taxpayer and the TRA Party Representative are unable to resolve a disagreement with respect to the matters governed by Section 2.3 and Section 4.2 (including any Objection Notice or Material Objection Notice made on behalf of the Permira Representative or the Warburg Representative) within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be

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submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and the TRA Party Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or the TRA Party Representative or other actual or potential conflict of interest. If the Corporate Taxpayer and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, then the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the TRA Party’s Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer except as provided in the next sentence. The Corporate Taxpayer and the TRA Party Representative shall bear their own costs and expenses of such proceeding, unless (i) the Expert adopts the TRA Party Representative’s position, in which case the Corporate Taxpayer shall reimburse the TRA Party Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert adopts the Corporate Taxpayer’s position, in which case the TRA Party Representative shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.9 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.9 shall be binding on the Corporate Taxpayer and each of the TRA Parties and may be entered and enforced in any court having jurisdiction.

Section 7.10 Withholding. The Corporate Taxpayer shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as the Corporate Taxpayer is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state and local law; provided that, prior to deducting or withholding any such amounts, the Corporate Taxpayer shall notify the TRA Party Representative and shall consult in good faith with the TRA Party Representative regarding the basis for such deduction or withholding; provided, further, that (a) in the case of deduction or withholding in respect of a payment to a Permira Party, the Corporate Taxpayer shall notify the Permira Representative and shall consult in good faith with the Permira Representative regarding the basis for such deduction or withholding, (b) in the case of deduction or withholding in respect of a payment to a Warburg Party, the Corporate Taxpayer shall notify the Warburg Representative and shall consult in good faith with the Warburg Representative regarding the basis for such deduction or withholding, and (c) in the case of deduction and withholding in respect of a payment to a WCAS Party, the Corporate Taxpayer shall notify the WCAS Representative and consult in good faith with the WCAS representative regarding the basis for such deduction and withholding. To the extent that

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amounts are so withheld and paid over to the appropriate Taxing Authority by the Corporate Taxpayer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such withholding was made. Each TRA Party shall promptly provide the Corporate Taxpayer, OpCo or other applicable withholding agent with any applicable Tax forms and certifications (including IRS Form W-9 or the applicable version of IRS Form W-8 (together with any applicable attachments)) reasonably requested, in connection with determining whether any such deductions and withholdings are required under the Code or any provision of United States state and local law.

Section 7.11 Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets.

(a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

(b) If the Corporate Taxpayer (or any member of a group described in Section 7.11(a)) transfers or is deemed to transfer any Unit or any Reference Property to a transferee that is treated as a corporation for United States federal income tax purposes (other than a member of a group described in Section 7.11(a)) in a transaction in which the transferee’s basis in the property acquired is determined in whole or in part by reference to such transferor’s basis in such property, then the Corporate Taxpayer shall cause such transferee to assume the obligation to make payments hereunder with respect to the applicable Tax Attributes associated with any Reference Property or interest therein acquired (directly or indirectly) in such transfer (taking into account any gain recognized in the transaction) in a manner consistent with the terms of this Agreement as the transferee (or one of its Affiliates) actually realizes Tax benefits from the Tax Attributes. If OpCo transfers (or is deemed to transfer for United States federal income tax purposes) any Reference Property to a transferee that is treated as a corporation for United States federal income tax purposes (other than a member of a group described in Section 7.11(a)) in a transaction in which the transferee’s basis in the property acquired is determined in whole or in part by reference to such transferor’s basis in such property, OpCo shall be treated as having disposed of the Reference Property in a wholly taxable transaction. The consideration deemed to be received by OpCo in a transaction contemplated in the prior sentence shall be equal to the fair market value of the deemed transferred asset, plus (i) the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset or (ii) the amount of debt allocated to such asset, in the case of a transfer of a partnership interest. If any member of a group described in Section 7.11(a) that owns any Unit deconsolidates from the group (or the Corporate Taxpayer deconsolidates from the group), then the Corporate Taxpayer shall cause such member (or the parent of the consolidated group in a case where the Corporate Taxpayer deconsolidates from the group) to assume the obligation to make payments hereunder with respect to the applicable Tax Attributes associated with any Reference Property it owns (directly or indirectly) in a manner consistent with the terms of this Agreement as the member (or one of its Affiliates) actually realizes Tax benefits. If a transferee or a member of a group described in Section 7.11(a) assumes an obligation to make payments hereunder pursuant to either of the foregoing sentences, then the initial obligor is relieved of the obligation assumed.

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(c) If the Corporate Taxpayer (or any member of a group described in Section 7.11(a)) transfers (or is deemed to transfer for United States federal income tax purposes) any Unit in a transaction that is wholly or partially taxable, then for purposes of calculating payments under this Agreement, OpCo shall be treated as having disposed of the portion of any Reference Property that is indirectly transferred by the Corporate Taxpayer (i.e., taking into account the number of Units transferred) in a wholly or partially taxable transaction in which all income, gain or loss is allocated to the Corporate Taxpayer. The consideration deemed to be received by OpCo shall be equal to the fair market value of the deemed transferred asset, plus (i) the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset or (ii) the amount of debt allocated to such asset, in the case of a transfer of a partnership interest.

Section 7.12 Confidentiality.

(a) Subject to the last sentence of Section 6.3, each TRA Party and each of their assignees acknowledge and agree that the information of the Corporate Taxpayer is confidential and, except in the course of performing any duties as necessary for the Corporate Taxpayer and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, such person shall keep and retain in the strictest confidence and not disclose to any Person any confidential matters, acquired pursuant to this Agreement, of the Corporate Taxpayer and its Affiliates and successors, concerning OpCo, its members and its Affiliates and successors, learned by the TRA Party heretofore or hereafter. This Section 7.12 shall not apply to (i) any information that has been made publicly available by the Corporate Taxpayer or any of its Affiliates, becomes public knowledge (except as a result of an act of the TRA Party in violation of this Agreement) or is generally known to the business community and (ii) the disclosure of information to the extent necessary for the TRA Party to prepare and file its Tax Returns, to respond to any inquiries regarding the same from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing Authority with respect to such returns. Notwithstanding anything to the contrary herein, each TRA Party and each of their assignees (and each employee, representative or other agent of the TRA Party or its assignees, as applicable) may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the Corporate Taxpayer, OpCo and their Affiliates, and any of their transactions, and all materials of any kind (including opinions or other Tax analyses) that are provided to the TRA Party relating to such Tax treatment and Tax structure.

(b) If a TRA Party or an assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.12, the Corporate Taxpayer shall have the right and remedy to have the provisions of this Section 7.12 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Corporate Taxpayer or any of its Subsidiaries or the TRA Parties and the accounts and funds managed by the Corporate Taxpayer and that money damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

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Section 7.13 Change in Law. Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, a TRA Party reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment under this Agreement) recognized by the TRA Party upon any Exchange by such TRA Party to be treated as ordinary income rather than capital gain (or otherwise taxed at ordinary income rates) for United States federal income tax purposes or would have other material adverse Tax consequences to such TRA Party, then at the election of such TRA Party and to the extent specified by such TRA Party, this Agreement (a) shall cease to have further effect with respect to such TRA Party, (b) shall not apply to an Exchange by such TRA Party occurring after a date specified by such TRA Party, or (c) shall, if approved by the TRA Party Representative, otherwise be amended in a manner determined by the TRA Party Representative, provided that such amendment shall not result in an increase in payments under this Agreement at any time as compared to the amounts and times of payments that would have been due in the absence of such amendment.

Section 7.14 Electronic Signature. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or electronic transmission in portable document format (pdf) or comparable electronic transmission, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or pdf electronic transmission or comparable electronic transmission to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

Exhibit A

Form of Joinder

This JOINDER (this “Joinder”) to the Tax Receivable Agreement (as defined below), is by and among Clearwater Analytics Holdings, Inc., a Delaware corporation (including any successor corporation the “Corporate Taxpayer”), ______________________ (“Transferor”) and ______________________ (“Permitted Transferee”).

WHEREAS, on ______________________, Permitted Transferee shall acquire ______________________ percent of the Transferor’s right to receive payments that may become due and payable under the Tax Receivable Agreement (as defined below) (the “Acquired Interests”) from Transferor (the “Acquisition”); and

WHEREAS, Transferor, in connection with the Acquisition, has required Permitted Transferee to execute and deliver this Joinder pursuant to Section 7.6(a) of the Tax Receivable Agreement, dated as of September 28, 2021, between the Corporate Taxpayer, OpCo and the TRA Parties (as defined therein) (the “Tax Receivable Agreement”).

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1.1 Definitions. To the extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings set forth in the Tax Receivable Agreement.

Section 1.2 Acquisition. For good and valuable consideration, the sufficiency of which is hereby acknowledged by the Transferor and the Permitted Transferee, the Transferor hereby transfers and assigns absolutely to the Permitted Transferee all of the Acquired Interests.

Section 1.3 Joinder. Permitted Transferee hereby acknowledges and agrees (i) that it has received and read the Tax Receivable Agreement, (ii) that the Permitted Transferee is acquiring the Acquired Interests in accordance with and subject to the terms and conditions of the Tax Receivable Agreement and (iii) to become a “TRA Party” (as defined in the Tax Receivable Agreement) for all purposes of the Tax Receivable Agreement.

Section 1.4 Notice. Any notice, request, consent, claim, demand, approval, waiver or other communication hereunder to Permitted Transferee shall be delivered or sent to Permitted Transferee at the address set forth on the signature page hereto in accordance with Section 7.1 of the Tax Receivable Agreement.

Section 1.5 Governing Law. This Joinder shall be governed by and construed in accordance with the law of the State of Delaware.

IN WITNESS WHEREOF, this Joinder has been duly executed and delivered by Permitted Transferee as of the date first above written.

Exhibit C

Eligible Executive Officers

Cindy Blendu

Jim Cox

Scott Erickson

James Price

Gayatri Raman

Sandeep Sahai

Subi Sethi

Alphonse Valbrune

Exhibit 10.4

CWAN HOLDINGS, LLC

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Dated as of September 28, 2021

THE UNITS REPRESENTED BY THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFER SET FORTH HEREIN.

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CWAN HOLDINGS, LLC

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY

AGREEMENT

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of September 28, 2021 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Company (f/k/a Carbon Analytics Holdings, LLC), Clearwater Analytics Holdings, Inc., a Delaware corporation (the “Public Offering Entity”), as the managing member of the Company, and each of the Unitholders (as defined herein).

RECITALS

WHEREAS, the Company was formed under the Delaware Limited Liability Company Act, 6 Del. L. § 18-101, et seq., as it may be amended from time to time (the “Delaware Act”) pursuant to a Certificate of Formation of the Company (as amended from time to time in accordance with its terms, the “Certificate”), which was filed with the Secretary of State of the State of Delaware on July 25, 2016 under the name Carbon Analytics Holdings, LLC.

WHEREAS, the initial limited liability company agreement of the Company was entered into by and among WCAS XII Carbon Analytics Acquisition, L.P., a Delaware limited partnership, and the Company on July 25, 2016, which was amended and restated in its entirety on September 1, 2016, which was further amended and restated in its entirety pursuant to the terms of a certain Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of November 2, 2020 (the “Prior Agreement”).

WHEREAS, in connection with the adoption of this Agreement and the IPO (as defined below), the Company has recapitalized all of its Units into a single class of Class A Common Units of the Company (the “Recapitalization”), has changed its name to CWAN Holdings, LLC, and undertaken certain other reorganization transactions pursuant to which, among other matters, the Public Offering Entity was admitted as the managing member of the Company.

WHEREAS, the Public Offering Entity will sell shares of Class A Common Stock to public investors in the IPO and will use the net proceeds received from the IPO (the “IPO Net Proceeds”) to acquire newly-issued Class A Common Units of the Company (the “IPO Unit Acquisition”).

WHEREAS, the Unitholders desire to amend and restate the Prior Agreement in its entirety to set forth the rights, powers and interests of the Unitholders with respect to the Company and their respective interests therein and to provide for the management of the business and operations of the Company, including to reflect, as of the Effective Date, among other things, (A) the Recapitalization, (B) the addition of the Public Offering Entity as a Unitholder and its designation as sole Manager of the Company and (C) the rights and obligations of the Unitholders, the Company, the Manager and the Public Offering Entity, all as more fully set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

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AGREEMENT

ARTICLE I

DEFINITIONS

Capitalized terms used but not otherwise defined herein shall have the following meanings:

“Additional Member” has the meaning set forth in Section 10.2.

“Adjusted Capital Account Balance” means, with respect to any Person’s Capital Account as of the end of any Taxable Year, the balance of such Person’s Capital Account (a) reduced for any items described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6), and (b) increased for any amount such Person is obligated to contribute or is treated as being obligated to contribute to the Company pursuant to Treasury Regulation Sections 1.704-1(b)(2)(ii)(c) (relating to partner liabilities to a partnership) or 1.704-2(g)(1) and 1.704-2(i) (relating to Minimum Gain).

“Affiliate” means, with respect to any particular Person, any other Person controlling, controlled by, or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise, including any investment vehicle or fund or any other corporation, trust, limited liability company, general or limited partnership controlled by or managed by a particular Person (but not any portfolio company thereof). For purposes of this Agreement, the Company, the Public Offering Entity and their respective Subsidiaries, on the one hand, shall not be considered Affiliates of any Unitholder, on the other (and vice versa).

“Agreement” means this Third Amended and Restated Limited Liability Company Agreement, as amended, restated, modified or waived from time to time in accordance with the terms hereof.

“Approved Sale” has the meaning set forth in Section 9.2(a).

“Assignee” means a Person to whom Units have been Transferred in accordance with the terms of this Agreement and the other agreements contemplated hereby, but who has not become a Member pursuant to Article X.

“Assumed Tax Liability” means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for U.S. federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Taxable Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager, and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.1(a)(i), 4.1(a)(ii) and 4.1(a)(iii); provided that, in the case of the Public Offering Entity, such Assumed Tax Liability (x) shall be

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computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under any agreements to which the Company is subject and applicable Law, shall in no event be less than an amount that will enable the the Public Offering Entity to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including any “reverse” 704(c) allocations) to the Member.

“Base Rate” means, on any date, a variable rate per annum equal to the rate of interest most recently published by The Wall Street Journal as the “prime rate” at large U.S. money center banks.

“Beneficial Owner” means, with respect to a security, any Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (a) voting power, which includes the power to vote, or to direct the voting of, such security and/or (b) investment power, which includes the power to dispose of, or to direct the disposition of, such security.

“Book Value” means, with respect to any Company property, the Company’s adjusted basis for U.S. federal income tax purposes, adjusted from time to time to reflect the adjustments required or permitted, in the case of permitted adjustments (to the extent the Company makes such permitted adjustments), by Treasury Regulation Sections 1.704-1(b)(2)(iv)(d)-(g) and (s).

“Business Day” means any day, other than a Saturday, Sunday or any other day on which commercial banks located in Boise, Idaho or New York, New York are authorized or obligated by law or executive order to close.

“Capital Account” means the capital account maintained for a Member pursuant to Section 3.1(d).

“Capital Contribution” means any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that a Unitholder contributes or is deemed to contribute (including any with respect to units of the Company that existed prior to the date hereof) with respect to any Unit pursuant to Section 3.1, net of any liabilities assumed by the Company for such Unitholder in connection with such contribution and net of any liabilities to which the assets contributed by such Unitholder are subject.

“Cash Redemption Price” means, with respect to any Exchange, the arithmetic average of the volume weighted average prices for a share of Class A Common Stock on the New York Stock Exchange, or any other exchange or automated or electronic quotation system on which the Class A Common Stock trades, as reported by Bloomberg, L.P., or its successor, for each of the twenty (20) consecutive full Trading Days ending on and including the last full Trading Day immediately prior to the applicable Exchange Date, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events affecting the Class A Common Stock. If the Class A Common Stock no longer trades on the New York Stock Exchange or any other securities exchange or automated or electronic quotation system as of any particular Exchange Date, then the Manager (through a majority of its directors who are disinterested) shall determine the Cash Redemption Price in good faith.

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“Cash Settlement” has the meaning set forth in Section 9.9(a)(i).

“Certificate” has the meaning set forth in the recitals.

“Certificated Units” has the meaning set forth in Section 3.1(a).

“Change of Control” means the occurrence of any of the following events after the date hereof:

(a) any Person or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act, or any successor provisions thereto, excluding (i) the WCAS Investors or any of their Affiliates or a group of Persons that includes the WCAS Investors or any of their Affiliates thereof and (ii) any entity owned, directly or indirectly, by the stockholders of the Public Offering Entity in substantially the same proportions as their ownership of stock in the Public Offering Entity, is or becomes the Beneficial Owner, directly or indirectly, of securities of the Public Offering Entity representing more than fifty percent (50%) of the combined voting power of the Public Offering Entity’s then outstanding Voting Securities;

(b) there is consummated a merger or consolidation of the Public Offering Entity with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, the Voting Securities of the Public Offering Entity immediately prior to such merger or consolidation do not continue to represent or are not converted into more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof; or

(c) the adopting of a plan of complete liquidation or dissolution of the Public Offering Entity by the stockholders of the Public Offering Entity or an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by the Public Offering Entity of all or substantially all of the Public Offering Entity’s assets, other than such sale or other disposition by the Public Offering Entity of all or substantially all of the Public Offering Entity’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by shareholders of the Public Offering Entity in substantially the same proportions as their ownership of the Public Offering Entity immediately prior to such sale.

Notwithstanding the foregoing, except with respect to clause (b) and clause (c) above, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the shares of the Public Offering Entity immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in, and own substantially all of the shares of, an entity which owns, either directly or through a Subsidiary, all or substantially all of the assets of the Public Offering Entity immediately following such transaction or series of transactions.

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“Class A Common Unit” means a unit representing a fractional part of the interest of a Unitholder in Distributions and the rights and obligations specified with respect to the Class A Common Units in this Agreement.

“Class A Unitholder” means any holder of Class A Common Units other than the Public Offering Entity.

“Class A Common Stock” means the Class A Common Stock, par value $0.001 per share, of the Public Offering Entity.

“Class B Common Stock” means the Class B Common Stock, par value $0.001 per share, of the Public Offering Entity.

“Class C Common Stock” means the Class C Common Stock, par value $0.001 per share, of the Public Offering Entity.

“Class D Common Stock” means the Class D Common Stock, par value $0.001 per share, of the Public Offering Entity.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Co-Investment Vehicle” means (i) a pooled investment fund that is formed primarily to invest, directly or indirectly, alongside a Fund Vehicle in the Company or any of its Subsidiaries, together with any alternative investment vehicles related to that pooled investment fund and (ii) any investment vehicle directly or indirectly wholly owned by a fund described in the foregoing clause (i).

“Combined Unit” means, collectively, (i) a Class A Common Unit or other interest in the Company that may be issued by the Company in the future or for which a Class A Common Unit has been converted or exchanged, excluding in each case any unvested Class A Common Unit, and (ii) a share of Noneconomic Stock.

“Company” means CWAN Holdings LLC, a Delaware limited liability company, and any successor thereto (whether by merger, conversion, consolidation, recapitalization, reorganization or otherwise).

“Company Employee” has the meaning set forth in Section 3.7(b).

“Company Interest” means the interest of a Unitholder in Profits, Losses and Distributions.

“Confidential Information” means confidential and proprietary information and trade secrets of any Group Company, including, but not limited to, confidential information of any Group Company regarding identifiable, specific and discrete business opportunities being pursued by any Group Company.

“Continuation Fund” means any Fund Vehicle, Co-Investment Vehicle or single company continuation fund that is established to hold, directly or indirectly, investments in one or more portfolio companies that are acquired, in whole or in part, from an Affiliate of such Fund Vehicle or Co-Investment Vehicle.

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“Corporate Board” means the board of directors of the Public Offering Entity.

“Delaware Act” has the meaning set forth in the recitals.

“DGCL” means the Delaware General Corporation Law, and any successor thereto. Any reference herein to a specific section, rule or regulation of the DGCL shall be deemed to include any corresponding provisions of future law.

“Direct Exchange” has the meaning set forth in Section 9.9(a)(iv).

“Disability” has the meaning set forth in the applicable Person’s corresponding Employment Agreement or other Equity Agreement with any Group Company, or if no such definition is provided in such Person’s Employment Agreement or other Equity Agreement with any Group Company, then “Disability” means a permanent and total disability as determined under such Group Company’s long-term disability plan applicable to such Group Company’s employees, interpreted and applied in a manner consistent with all applicable laws, including laws regarding workers’ compensation, disability, and family and medical leave laws.

“Discount” has the meaning set forth in Section 5.6.

“Distribution” means each distribution made by the Company to a Unitholder, whether in cash, property or securities of the Company and whether by liquidating distribution, redemption or repurchase; provided, that any recapitalization, exchange or conversion of Units, or any subdivision (by unit split or otherwise) or any combination (by reverse unit split or otherwise) of any outstanding Units shall not be a Distribution.

“Distribution Tax Rate” means a rate equal to the highest effective marginal combined federal, state and local income tax rate for a Taxable Year applicable to corporate or individual taxpayers (whichever is higher) that may potentially apply to any Member (or, except in the case of the Public Offering Entity, its applicable direct or indirect Beneficial Owners) for such Taxable Year, taking into account the character of the relevant tax items (e.g., ordinary or capital) and the deductibility of state and local income taxes for federal income tax purposes (but only to the extent such taxes are deductible under the Code), as reasonably determined by the Manager.

“Effective Date” has the meaning set forth in the recitals.

“Employment Agreement” means any employment agreement entered into from time to time among any Group Company and one of their executives, as the same may be amended from time to time pursuant to its terms.

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“Equity Agreement” means any unit grant agreement, subscription agreement, securities purchase agreement, senior management agreement, Employment Agreement and any other agreement, document or instrument evidencing or effecting the issuance or other Transfer of any Equity Securities or otherwise governing the terms and conditions with respect to any Equity Securities, in each case as the same may be amended or otherwise modified from time to time.

“Equity Plan” means any stock or equity purchase plan, restricted stock or equity plan, stock option plan, or other similar equity compensation plan now or hereafter adopted by the Company or the Public Offering Entity, including any Equity Agreement.

“Equity Securities” means (a) units or other equity interests in the Company (including other classes, groups or series thereof having such relative rights, powers, and/or obligations as may from time to time be established by the Manager, including rights, powers, and/or duties different from, senior to or more favorable than existing classes, groups and series of units and other equity interests in the Company), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into units or other equity interests in the Company, and (c) warrants, options or other rights to purchase or otherwise acquire units or other equity interests in the Company.

“Event of Withdrawal” means the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continued membership of a Member in the Company.

“Exchange” has meaning set forth in Section 9.9(a)(i).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Date” has the meaning set forth in Section 9.9(a)(ii).

“Exchange Notice” has the meaning set forth in Section 9.9(a)(ii).

“Exchange Rate” means, at any time, the number of shares of Class A Common Stock for which one (1) Combined Unit is entitled to be Exchanged at such time. On the date of this Agreement, the Exchange Rate shall be one (1), subject to adjustment pursuant to Section 9.10.

“Expenses” means all reasonable costs, expenses, fees and charges, including, without limitation, attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (a) expenses incurred in connection with any appeal resulting from, incurred by an Indemnified Person in connection with, arising out of, in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent, (b) any federal, state, local or foreign taxes imposed on an Indemnified Person as a result of the actual or deemed receipt of any payments under this Agreement (on a grossed up basis), and (c) any interest, assessments or other charges in respect of the foregoing.

“Fair Market Value” means, with respect to any asset or equity interest, its fair market value determined according to Article XIII.

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“Family Group” means an individual’s current and former spouse and descendants (whether natural or adopted), and any trust, family limited partnership, limited liability company or other entity wholly owned, directly or indirectly, by such individual or such individual’s current or former spouse and/or descendants that is and remains solely for the benefit of such individual and/or such individual’s current or former spouse and/or descendants and any retirement plan for such individual.

“Fiscal Period” means any interim accounting period within a Taxable Year established by the Manager and which is permitted or required by Code Section 706.

“Fiscal Year” means the calendar year ending on December 31, or such other annual accounting period as may be established by the Manager.

“Fund Vehicle” means (i) a private equity investment fund that makes investments in multiple portfolio companies and was not formed primarily to invest in the Company or any of its Subsidiaries, together with any alternative investment vehicles related to that private equity investment fund and (ii) any investment vehicle directly or indirectly wholly owned by any fund (or funds under common control) described in clause (i).

“Fund-to-Fund Transfer” means a Transfer of securities by the WCAS Unitholders to a successor Fund Vehicle or Co-Investment Vehicle.

“Governmental Entity” means the United States of America or any other nation, any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of government.

“Group Company” means the Company, the Public Offering Entity and their respective direct and indirect Subsidiaries.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Indemnified Person” has the meaning set forth in Section 6.4(a).

“Investors” has the meaning set forth in the certificate of incorporation of the Public Offering Entity (as amended and in effect from time to time).

“IPO” means the initial underwritten public offering of shares of the Public Offering Entity’s Class A Common Stock.

“IPO Net Proceeds” has the meaning set forth in the recitals hereto.

“IPO Unit Acquisition” has the meaning set forth in the recitals hereto.

“Law” means all laws, statutes, ordinances, rules and regulations of any Governmental Entity.

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“Liabilities” means all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, in respect of or relating to or occurring as a direct or indirect consequence of any Proceeding, including, without limitation, amounts paid in whole or partial settlement of any Proceeding, all Expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding, and any consequential damages resulting from any Proceeding or the settlement, judgment, or result thereof.

“Liquidation Assets” has the meaning set forth in Section 12.2(b).

“Losses” means items of Company loss and deduction determined according to Section 3.1(e).

“Manager” has the meaning set forth in Section 5.1(a).

“Mandatory Exchange Acknowledgement” has the meaning set forth in Section 9.9(b)(iii).

“Mandatory Exchange Date” has the meaning set forth in Section 9.9(b)(iii).

“Mandatory Exchange Notice” has the meaning set forth in Section 9.9(b)(iii).

“Market Price” means, with respect to a share of Class A Common Stock as of a specified date, the last sale price per share of Class A Common Stock, regular way, or if no such sale took place on such day, the average of the closing bid and asked prices per share of Class A Common Stock, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Class A Common Stock is not listed or admitted to trading on the New York Stock Exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading or, if the Class A Common Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the New York Stock Exchange or, if such system is no longer in use, the principal other automated quotation system that may then be in use or, if the Class A Common Stock is not quoted by any such system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in shares of Class A Common Stock selected by the Corporate Board or, in the event that no trading price is available for the shares of Class A Common Stock, the Fair Market Value of a share of Class A Common Stock, as determined in good faith by the Corporate Board.

“Member” means each Person listed on the Unit Ownership Ledger and any Person admitted to the Company as a Substituted Member or Additional Member in accordance with the terms and conditions of this Agreement; but in each case only for so long as such Person is shown on the Company’s books and records as the owner of one or more Units.

“Minimum Gain” means the partnership minimum gain determined pursuant to Treasury Regulation Section 1.704-2(d).

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“Noneconomic Stock” means Class B Common Stock or Class C Common Stock or any other interest in the Public Offering Entity that may be issued by the Public Offering Entity in the future or for which Class B Common Stock or Class C Common Stock has been converted or exchanged.

“Offer” has the meaning set forth in Section 9.14.

“Optionee” means a Person to whom a stock option is granted under any stock option plan.

“Over-Allotment Contribution” has the meaning set forth in Section 3.1(a)(ii).

“Partnership Representative” means the “partnership representative” of the Company for purposes of the Partnership Tax Audit Rules.

“Partnership Tax Audit Rules” means Sections 6221 through 6241 of the Code, together with any guidance issued thereunder, successor provisions and any similar provisions of state or local tax laws.

“pdf” has the meaning set forth in Section 14.15.

“Percentage Interest” means with respect to a Unitholder at a particular time, such Unitholder’s percentage interest in the Company determined by dividing the number of such Unitholder’s Class A Common Units by the total number of Class A Common Units of all Unitholders at such time. The Percentage Interest of each Unitholder shall be calculated to the 4th decimal place.

“Permitted Transferee” means any Transfer by any Unitholder (i) who is an individual, to or among his or her Family Group; provided that such Transfer shall be a Transfer of the rights to Distributions only and not a Transfer of any other rights associated with such Units, including voting and Transfer rights; or (ii) that is an entity, to or among its Affiliates or the Persons entitled to receive the assets of such Unitholder upon its dissolution in accordance with its organizational documents (it being understood that no such dissolution shall be required for such Transfer to be permitted).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a Governmental Entity.

“Prior Agreement” has the meaning set forth in the Recitals.

“Proceeding” means any threatened, pending or completed action, claim, suit, arbitration, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation, litigation, administrative hearing or any other actual, threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of the Company or otherwise, and whether of a civil, criminal, administrative or investigative nature, in which such Indemnified Person was, is or will

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be, or is threatened to be, involved as a party or witness or otherwise involved, affected or injured (i) by reason of the fact that such Indemnified Person is or was a Representative of a Group Company, (ii) by reason of any actual or alleged action taken by such Indemnified Person or of any action on such Indemnified Person’s part while acting as Representative of a Group Company or (iii) by reason of the fact that such Indemnified Person is or was serving at the request of the Company as a Representative of another Person, whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement.

“Profits” means items of Company income and gain determined according to Section 3.1(e).

“Public Offering Entity” has the meaning set forth in the Preamble hereto.

“Regulatory Allocations” has the meaning set forth in Section 4.2(e).

“Representative” means, with respect to any Person, any director, manager, officer and employee, controlling person, member, managing member, principal, fiduciary or other agent of such Person.

“Securities Act” means the Securities Act of 1933, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations. Any reference herein to a specific section, rule or regulation of the Securities Act shall be deemed to include any corresponding provisions of future law.

“Share Settlement” has the meaning set forth in Section 9.9(a)(i).

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

“Substituted Member” means a Person that is admitted as a Member to the Company pursuant to Section 10.1.

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“Takeover Law” means any moratorium, control share acquisition, business combination, fair price or other form of anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to any Exchange or the transactions contemplated thereby.

“Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts, franchise, estimated, intangibles, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever, including any transferee liability and any interest, penalties or additions to tax or additional amounts in respect of the foregoing.

“Tax Distribution” has the meaning set forth in Section 4.1(a).

“Tax Receivable Agreement” means that certain Tax Receivable Agreement, dated as of the date hereof, by and among the Public Offering Entity, the Company and the recipients party thereto (the “TRA Recipients”), as it may be amended from time to time in accordance with its terms.

“Tax Returns” means any reports, filings, tax returns or other disclosures in any form or manner with respect to federal, state, local or foreign income.

“Taxable Year” means the Company’s accounting period for U.S. federal income tax purposes determined pursuant to Section 8.2.

“Trading Day” means a day on which the New York Stock Exchange, or such other principal United States securities exchange on which the Class A Common Stock is listed, quoted or admitted to trading, is open for the transaction of business (unless such trading shall have been suspended for the entire day).

“Transfer” means any sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or other disposition or encumbrance of a Unit or other property, or any interest therein (including by operation of law and whether with or without consideration), or the acts thereof, but explicitly excluding conversions or, to the extent the Company is a party thereto, exchanges of one class of Equity Securities to or for another class of Equity Securities; provided, further, that (i) any Transfer of equity interests in any Fund Vehicle or Co-Investment Vehicle or any Person that holds a direct or indirect interest in such Fund Vehicle or Co-Investment Vehicle, in each case, that is not otherwise a Fund-to-Fund Transfer for value or a Transfer to a Continuation Fund by a Unitholder for value or (ii) any pledge or other encumbrance (and any related foreclosure or transfer to a lender or counterparty in lieu of foreclosure), including in connection with any fund financing, back-leverage or other financing arrangement (each a “Permitted Loan”), in each case of the foregoing clauses (i) and (ii), shall not be considered a “Transfer” except for the purposes of Sections 9.4(c) and (f) (and, for the avoidance of doubt, the action described in clause (i), and any pledge or other encumbrance described in clause (ii) above, shall not be considered to reduce the holdings of a Unitholder or its Permitted Transferee for any purpose under this Agreement). The terms “Transferee,” “Transferred” and other forms of the word “Transfer” shall have correlative meanings.

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“Treasury Regulations” means the income tax regulations promulgated under the Code and effective as of the date hereof. Such term shall be deemed to include any future amendments to such regulations and any corresponding provisions of succeeding regulations.

“Unit” means a unit in the Company representing a fractional part of the interests in any Profits, Losses, and Distributions and shall include Class A Common Units; provided, that any class, group or series of Units issued shall have the relative rights, powers and duties set forth in this Agreement.

“Unit Ownership Ledger” has the meaning set forth in Section 3.1(a).

“Unitholder” means any owner of one or more Units, but in each case only to the extent such Person is shown on the Company’s books and records as the owner of such Units as of the applicable date; provided that a Unitholder that has one or more Units re-registered in the name of a lender, counterparty, custodian or similar party to a Permitted Loan, solely as nominee or securities intermediary, shall not cease to be a Unitholder for so long as the Unitholder or its Affiliates continues to beneficially own such Units. For purposes of the Delaware Act, the Unitholders shall constitute the “members” (as defined in the Delaware Act) of the Company.

“Value” means (a) for any stock option, the Market Price for the Trading Day immediately preceding the date of exercise of a stock option and (b) for any award other than a stock option, the Market Price for the Trading Day immediately preceding the Vesting Date.

“Vesting Date” has the meaning set forth in Section 3.7(c)(ii).

“Voting Securities” shall mean any securities of the Public Offering Entity which are entitled to vote generally in matters submitted for a vote of the Public Offering Entity’s stockholders or generally in the election of the Corporate Board.

“WCAS Investor” means each of and collectively WCAS XIII Carbon Analytics Acquisition, L.P., WCAS XII Carbon Analytics Acquisition, L.P. and WCAS GP CW LLC.

“WCAS Unitholders” means each of and collectively the WCAS Investors and any of their respective Permitted Transferees that holds any Units.

ARTICLE II

ORGANIZATIONAL MATTERS

2.1 Formation of the Company. The Company has been organized as a Delaware limited liability company by the filing of the Certificate with the Secretary of State of the State of Delaware under and pursuant to the Delaware Act and shall be continued in accordance with this Agreement. The rights and liabilities of the Unitholders shall be determined pursuant to the Delaware Act and this Agreement. To the extent that the rights or obligations of any Unitholders are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement, to the extent not prohibited by the Delaware Act, shall control over the Delaware Act. This Agreement shall constitute the “limited liability company agreement” for purposes of the Delaware Act.

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2.2 Limited Liability Company Agreement. The Unitholders hereby agree that during the term of the Company set forth in Section 2.6, the rights, powers and obligations of the Unitholders with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and, except where the Delaware Act provides that such rights, powers and obligations specified in the Delaware Act shall apply “unless otherwise provided in a limited liability company agreement” or words of similar effect and such rights, powers and obligations are set forth in this Agreement, the Delaware Act; provided, that notwithstanding the foregoing, Section 18-210 of the Delaware Act (entitled “Contractual Appraisal Rights”) and Section 18-305 of the Delaware Act (entitled “Access to and Confidentiality of Information; Records”) shall not apply or be incorporated into this Agreement (but with it being understood that this proviso shall not affect the obligations of the Company under Article VII). To the extent that the rights or obligations of any Unitholder are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Delaware Act, control.

2.3 Name. The name of the Company shall be “CWAN Holdings, LLC”. The Manager may change the name of the Company at any time and from time to time. Notification of any such change shall be given to all Unitholders. The Company’s business may be conducted under its name and/or any other name or names deemed advisable by the Manager.

2.4 Purpose. The nature of the business or purposes to be conducted or promoted by the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Delaware Act. The Company may engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by law to a limited liability company organized pursuant to the Delaware Act.

2.5 Principal Office; Registered Office. The principal office of the Company shall be at such place as the Manager may from time to time designate. The Company may maintain offices at such other place or places as the Manager deems advisable. The address of the registered office of the Company in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Manager may designate from time to time in the manner provided by applicable law, and the registered agent for service of process on the Company in the State of Delaware at such registered office shall be the registered agent named in the Certificate or such Person or Persons as the Manager may designate from time to time in the manner provided by applicable law.

2.6 Term. The term of the Company commenced upon the filing of the Certificate in accordance with the Delaware Act and shall continue in existence until termination and dissolution thereof in accordance with the provisions of Article XII.

2.7 No State-Law Partnership. The Unitholders intend that the Company not be a partnership (including a limited partnership) or joint venture, and that no Unitholder be a partner or joint venturer of any other Unitholder by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.7, and neither this Agreement nor any other document entered into by the Company or any Unitholder relating to the subject matter hereof

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shall be construed to suggest otherwise so long as the Company has more than one Member for tax purposes. The Unitholders intend that the Company shall be treated as a partnership for federal and, if applicable, state or local income tax purposes, and that each Unitholder and the Company shall file all Tax returns and shall otherwise take all Tax and financial reporting positions in a manner consistent with such treatment.

ARTICLE III

CAPITAL CONTRIBUTIONS

3.1 Unitholders.

(a) Capital Contributions; Unit Ownership Ledger. The Manager shall create and maintain a ledger (the “Unit Ownership Ledger”) setting forth the name and address of each Unitholder, the number of each class of Units held of record by each such Unitholder, and the amount of the Capital Contribution made with respect to each class of Units and the date of such Capital Contribution. Upon any change in the number or ownership of outstanding Units (whether upon an issuance of Units, a Transfer of Units, a cancellation of Units or otherwise), the Manager shall amend and update the Unit Ownership Ledger. Absent manifest error, the ownership interests recorded on the Unit Ownership Ledger shall be conclusive record of the Units that have been issued and are outstanding. Each Unitholder named in the Unit Ownership Ledger has made (or shall be deemed to have made) Capital Contributions to the Company as set forth in the Unit Ownership Ledger in exchange for the Units specified in the Unit Ownership Ledger. Any reference in this Agreement to the Unit Ownership Ledger shall be deemed a reference to the Unit Ownership Ledger as amended and in effect from time to time. The Company may (but need not) issue certificates representing the Units (such Units then being “Certificated Units”). The Company may issue fractional Units. The ownership by a Member of Units shall entitle such Member to allocations of net Profits and net Losses and Distributions of cash and other property as set forth in Article IV.

(i) In order to effect the Recapitalization, the number of Units that were issued and outstanding and held by the Unitholders prior to the IPO are hereby converted, as of the consummation of the IPO, and after giving effect to such conversion and the other transactions related to the Recapitalization, into the number of Class A Common Units set forth opposite the name of the respective Member on the Unit Ownership Ledger, and such Class A Common Units are hereby issued and outstanding and the holders of such Class A Common Units are Members hereunder.

(ii) To the extent the underwriters in the IPO exercise the over-allotment option in whole or in part, upon the exercise of the over-allotment option, the Public Offering Entity will contribute a portion of the net proceeds thereof to the Company in exchange for newly issued Class A Common Units, and such issuance of additional Class A Common Units shall be reflected on the Unit Ownership Ledger (the “Over-Allotment Contribution”). The number of Class A Common Units issued in the Over-Allotment Contribution, in the aggregate, shall be equal to the number of shares of Class A Common Stock issued by the Public Offering Entity in such exercise of the over-allotment option. Immediately following the consummation of the IPO, the Public Offering Entity shall use the IPO Net Proceeds to effect the IPO Unit Acquisition.

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(b) Authorization and Issuance of Additional Units. Except as otherwise determined by the Manager in connection with a contribution of cash or other assets by the Public Offering Entity to the Company, the Company and the Public Offering Entity shall undertake all actions, including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Class A Common Units, on the one hand, and the Class A Common Stock and Class D Common Stock, as applicable, on the other, to maintain at all times (i) a one-to-one ratio between the number of Class A Common Units owned by the Public Offering Entity, directly or indirectly, and the number of outstanding shares of Class A Common Stock and Class D Common Stock, collectively, and (ii) a one-to-one ratio between the number of Class A Common Units owned by Members (other than the Public Offering Entity and its subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock and Class C Common Stock, collectively, owned by such Members, directly or indirectly, in each case, disregarding, for purposes of maintaining the one-to-one ratio, (A) shares of common stock of the Public Offering Entity issuable pursuant to awards of any type granted pursuant to an incentive plan or agreement that are not vested pursuant to the terms thereof, (B) treasury stock or (C) preferred stock or other debt or equity securities (including, without limitation, warrants, options or rights) issued by the Public Offering Entity that are convertible into or exercisable or exchangeable for Class A Common Stock or Class D Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Public Offering Entity to the equity capital of the Company). Except as otherwise determined by the Manager in connection with a contribution of cash or other assets by the Public Offering Entity to the Company, in the event the Public Offering Entity issues, transfers or delivers from treasury stock or repurchases Class A Common Stock or Class D Common Stock in a transaction not contemplated in this Agreement, the Manager and the Public Offering Entity shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Class A Common Units owned, directly or indirectly, by the Public Offering Entity will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock and Class D Common Stock. Except as otherwise determined by the Manager in connection with a contribution of cash or other assets by the Public Offering Entity to the Company, in the event the Public Offering Entity issues, transfers or delivers from treasury stock or repurchases or redeems the Public Offering Entity’s preferred stock in a transaction not contemplated in this Agreement, the Manager and the Public Offering Entity shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Public Offering Entity, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Manager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Public Offering Entity so issued, transferred, delivered, repurchased or redeemed. Except as otherwise determined by the Manager in its reasonable discretion, the Company and the Public Offering Entity shall not undertake any subdivision (by any Class A Common Unit split, stock split, distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Class A Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Class A Common Units, Class A Common Stock or Class D Common Stock, as applicable, that is not accompanied by an identical subdivision or combination of Class A Common Stock, Class B Common Stock, Class C Common Stock, Class D Common Stock or Class A Common Units, as

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applicable, to maintain at all times (x) a one-to-one ratio between the number of Class A Common Units owned, directly or indirectly, by the Public Offering Entity and the number of outstanding shares of Class A Common Stock and Class D Common Stock or (y) a one-to-one ratio between the number of Class A Common Units owned by Members (other than the Public Offering Entity and its Subsidiaries) and the number of outstanding shares of Class B Common Stock and Class C Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Class A Common Units owned, directly or indirectly, by the Public Offering Entity and the number of outstanding shares of Class A Common Stock and Class D Common Stock or the number of Class A Common Units owned by Members (other than the Public Offering Entity and its subsidiaries) and the number of outstanding shares of Class B Common Stock and Class C Common Stock as contemplated by the first sentence of this Section 3.1(b). Except as otherwise determined by the Manager in connection with the use of cash or other assets held by the Public Offering Entity, if at any time, any shares of Class A Common Stock or Class D Common Stock are repurchased or redeemed (whether by exercise of a put or call, automatically or by means of another arrangement) by the Public Offering Entity for cash, then the Manager shall cause the Company, immediately prior to such repurchase or redemption of Class A Common Stock or Class D Common Stock, to redeem a corresponding number of Class A Common Units held (directly or indirectly) by the Public Offering Entity, at an aggregate redemption price equal to the aggregate purchase or redemption price of the shares of Class A Common Stock or Class D Common Stock being repurchased or redeemed by the Public Offering Entity (plus any expenses related thereto) and upon such other terms as are the same for the shares of Class A Common Stock or Class D Common Stock being repurchased or redeemed by the Public Offering Entity. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any repurchase or redemption if such repurchase or redemption would violate any applicable Law.

(c) Certain Representations and Warranties by Unitholders. By executing this Agreement (or, after the date hereof, any counterpart or joinder to this Agreement) and in connection with the issuance of Equity Securities to such Unitholder, each Unitholder represents and warrants to the Company as follows:

(i) Such Unitholder has, in the case of an entity, all of the necessary corporate or other entity power and authority, or, in the case of an individual, the legal capacity, to execute and deliver this Agreement and each of the other agreements contemplated hereby to be executed by such Unitholder, and to perform its obligations hereunder and thereunder.

(ii) The Equity Securities being acquired by such Unitholder pursuant to this Agreement or otherwise will be acquired for such Unitholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act or any applicable state securities laws, and such Equity Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws.

(iii) Such Unitholder is an “accredited investor” as such term is defined under the Securities Act and the rules and regulations promulgated thereunder and/or such Unitholder has such knowledge and experience in financial, tax and business matters as to enable such Member to evaluate the merits and risks of such Unitholder’s investment in the Company and to make an informed investment decision with respect thereto.

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(iv) Such Unitholder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of such Equity Securities and has had full access to such other information concerning any Group Company as he, she or it has requested.

(v) Such Unitholder is able to bear the economic risk of his, her or its investment in the Equity Securities for an indefinite period of time because the Equity Securities have not been registered under the Securities Act or applicable state securities laws and are subject to substantial restrictions on Transfer set forth herein and, therefore, cannot be sold unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available and in compliance with such restrictions on Transfer.

(vi) Such Unitholder has received and carefully read a copy of this Agreement. This Agreement and each of the other agreements contemplated hereby to be executed by such Unitholder (including any Equity Agreement) constitute the legal, valid and binding obligation of such Unitholder, enforceable in accordance with their terms (subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles), and the execution, delivery and performance of this Agreement and such other agreements do not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Unitholder is a party or any judgment, order or decree to which such Unitholder is subject or create any conflict of interest with any Group Company, or any of their respective Affiliates, or any of their present or former customers or other business relations.

(vii) Such Unitholder has been given the opportunity to consult with independent legal counsel regarding his, her or its rights and obligations under this Agreement and has consulted with such independent legal counsel regarding the foregoing (or, after carefully reviewing this Agreement, has freely decided not to consult with independent legal counsel), fully understands the terms and conditions contained herein and therein and intends for such terms to be binding upon and enforceable against him, her or it.

(d) Maintenance of Capital Accounts. The Company shall maintain a separate Capital Account for each Unitholder according to the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). For this purpose, the Company may, in the Manager’s discretion, upon the occurrence of the events specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), increase or decrease the Capital Accounts in accordance with the rules of such regulation and Treasury Regulation Section 1.704-1(b)(2)(iv)(g) to reflect a revaluation of Company property and shall, if required, adjust them as provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(s).

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Without limiting the foregoing, each Unitholder’s Capital Account shall be adjusted:

(i) by adding any additional Capital Contributions made by such Unitholder in consideration for the issuance of Units;

(ii) by deducting any amounts paid to such Unitholder in connection with the redemption or other repurchase by the Company of Units;

(iii) by adding Profits allocated in favor of such Unitholder and subtracting any Losses of deduction and allocated in favor of such Unitholder; and

(iv) by deducting any Distributions paid in cash or other assets to such Unitholder by the Company.

(e) Computation of Income, Gain, Loss and Deduction Items. For purposes of computing the amount of any item of Company income, gain, loss or deduction in calculating the net Profit and net Loss to be allocated pursuant to Article IV and to be reflected in the Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for U.S. federal income tax purposes (including any method of depreciation, cost recovery or amortization used for this purpose); provided, that:

(i) The computation of all items of income, gain, loss and deduction shall include those items described in Code Section 705(a)(1)(B) or Code Section 705(a)(2)(B) and Treasury Regulation Section 1.704-1(b)(2)(iv)(i), without regard to the fact that such items are not includable in gross income or are not deductible for U.S. federal income tax purposes.

(ii) If the Book Value of any Company property is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(e), (f) or (s), then the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property.

(iii) Items of income, gain, loss or deduction attributable to the disposition of Company property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the Book Value of such property.

(iv) Items of depreciation, amortization and other cost recovery deductions with respect to Company property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the property’s Book Value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

(v) To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Sections 732(d), 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis).

(vi) Items of income, gain, loss and deduction allocated pursuant to Section 4.3 shall be excluded.

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3.2 Negative Capital Accounts. No Unitholder shall be required to pay to any other Unitholder or the Company any deficit or negative balance that may exist from time to time in such Unitholder’s Capital Account (including upon and after dissolution of the Company).

3.3 No Withdrawal. No Person shall be entitled to withdraw any part of such Person’s Capital Contributions or Capital Account or to receive any Distribution from the Company, except as expressly provided herein.

3.4 Loans From Unitholders. Loans by Unitholders to the Company shall not be considered Capital Contributions. If (with the consent of the Manager) any Unitholder loans funds to the Company, then the making of such loan shall not result in any increase in the amount of the Capital Account of such Unitholder. The amount of any such loan shall be a debt of the Company to such Unitholder and shall be payable or collectible in accordance with the terms and conditions upon which such loan is made.

3.5 Distributions In-Kind. To the extent that the Company distributes property in-kind to the Unitholders, the Company shall be treated as making a Distribution equal to the Fair Market Value of such property for purposes of Section 4.1 and such property shall be treated as if it were sold for an amount equal to its Fair Market Value and any resulting gain or loss shall be allocated to the Unitholders’ Capital Accounts in accordance with Sections 4.2 through 4.4. Any Distribution of property-in kind shall be made to each Member in proportion to the number of Units held by each Unitholder, as determined by the Manager in good faith.

3.6 Transfer of Capital Accounts. The original Capital Account established for each Substituted Member shall be in the same amount as the Capital Account of the Member (or portion thereof) to which such Substituted Member succeeds, at the time such Substituted Member is admitted to the Company. The Capital Account of any Member whose interest in the Company shall be increased or decreased by means of the Transfer to it of all or part of the Units of another Member shall be appropriately adjusted to reflect such transfer or repurchase. Any reference in this Agreement to a Capital Contribution of or Distribution to a Member that has succeeded any other Member shall include any Capital Contributions or Distributions previously made by or to the former Member on account of the Units of such former Member transferred to such Member.

3.7 Corporate Equity Plans.

(a) Options Granted to Persons other than Company Employees. If at any time or from time to time, in connection with any Equity Plan, a stock option granted over shares of Class A Common Stock to a Person other than a Company Employee is duly exercised the following events will be deemed to have occurred:

(i) The Public Offering Entity shall, as soon as practicable after such exercise, make a Capital Contribution to the Company in an amount equal to the exercise price paid to the Public Offering Entity by such exercising Person in connection with the exercise of such stock option.

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(ii) Notwithstanding the amount of the Capital Contribution actually made pursuant to Section 3.7(a)(i), the Public Offering Entity shall be deemed to have contributed to the Company as a Capital Contribution, in lieu of the Capital Contribution actually made and in consideration of additional Class A Common Units, an amount equal to the Value of a share of Class A Common Stock as of the date of such exercise multiplied by the number of shares of Class A Common Stock then being issued by the Public Offering Entity in connection with the exercise of such stock option.

(iii) The Public Offering Entity shall receive in exchange for such Capital Contributions (as deemed made under Section 3.7(a)(ii)), a number of Class A Common Units equal to the number of shares of Class A Common Stock for which such option was exercised.

(b) Options Granted to LLC Employees. If at any time or from time to time, in connection with any Equity Plan, a stock option granted over shares of Class A Common Stock to an employee of, or other service provided to, the Company (or any of its Subsidiaries, each a “Company Employee”) is duly exercised the following events will be deemed to occur:

(i) The Optionee shall acquire from the Public Offering Entity, pursuant to the terms and conditions of the Equity Plan and award agreement governing such stock option (including, for the avoidance of doubt, with respect to the consideration payable by such Optionee for such stock), the number of shares of Class A Common Stock subject to such stock option less any shares of Class A Common Stock, if any, withheld to cover the exercise price or any taxes associated with the exercise of such stock option at the time of such exercise

(ii) The Public Offering Entity shall sell to the Optionee, and the Optionee shall purchase from the Public Offering Entity, for a cash price per share equal to the Value of a share of Class A Common Stock at the time of the exercise, the number of shares of Class A Common Stock equal to the quotient of (x) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (y) the Value of a share of Class A Common Stock at the time of such exercise.

(iii) The Public Offering Entity shall sell to the Company (or if the Optionee is an employee of, or other service provider to, a Subsidiary, the Public Offering Entity shall sell to such Subsidiary), and the Company (or such Subsidiary, as applicable) shall purchase from the Public Offering Entity, a number of shares of Class A Common Stock equal to the difference between (x) the number of shares of Class A Common Stock as to which such stock option is being exercised minus (y) the number of shares of Class A Common Stock withheld from or otherwise sold by the Optionee in connection with the exercise of such option as described in Section 3.7(b)(i) hereof. The purchase price per share of Class A Common Stock for such sale of shares of Class A Common Stock to the Company (or such Subsidiary) shall be the Value of a share of Class A Common Stock as of the date of exercise of such stock option.

(iv) The Company shall transfer to the Optionee (or if the Optionee is an employee of, or other service provider to a Subsidiary, the Subsidiary shall transfer to the Optionee) at no additional cost to such Company Employee and as additional compensation (and not a distribution) to such Company Employee, the number of shares of Class A Common Stock described in Section 3.7(b)(ii). For the avoidance of doubt, the Employee shall not be entitled to receive shares of Common Stock under both this Section and Section 3.7(b)(i).

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(v) The Public Offering Entity shall, as soon as practicable after such exercise, make a Capital Contribution to the Company in an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the Public Offering Entity in connection with the exercise of such stock option. The Public Offering Entity shall receive for such Capital Contribution a number of Class A Common Units equal to the number of shares of Class A Common Stock for which such option was exercised.

(c) Equity Awards Other than Options Granted to Persons other than Company Employees. If at any time or from time to time, in connection with any Equity Plan, any shares of Class A Common Stock are issued to a Person other than a Company Employee (including any shares of Class A Common Stock that are subject to forfeiture in the event such Person terminates his or her services with the Company or any Affiliate) in consideration for services performed for the Company or any Affiliate (any such award an “Incentive Equity Award”):

(i) The Public Offering Entity shall issue such number of shares of Class A Common Stock as are to be issued to such Person in accordance with the Equity Plan in respect of such Incentive Equity Award;

(ii) On the date or dates that any portion of such Incentive Equity Award becomes vested, the following events will occur: (1) the Public Offering Entity shall sell a number of shares of Class A Common Stock to the Company equal to the number of shares in respect of such Incentive Equity Award which so vested for a purchase price equal to the Value of such shares of Class A Common Stock, and (2) the Public Offering Entity shall contribute the purchase price for such shares of Class A Common Stock to the Company as a Capital Contribution; and

(iii) The Company shall issue to the Public Offering Entity on such vesting date a number of Class A Common Units equal to the number of shares of Class A Common Stock issued under Section 3.7(c)(i) in consideration for a Capital Contribution that the Public Offering Entity is deemed to make to the Company pursuant to clause (2) of Section 3.7(c)(ii) above.

(d) Equity Awards Other than Options Granted to Company Employees. If at any time or from time to time, in connection with any Equity Plan, an Incentive Equity Award is issued to a Company Employee (including any shares of Class A Common Stock that are subject to forfeiture in the event such Company Employee terminates his or her employment with the Company or any Affiliate) in consideration for services performed for the Company or any Affiliate, the following events will be deemed to have occurred:

(i) The Public Offering Entity shall issue such number of shares of Class A Common Stock as are to be issued to such Company Employee in accordance with the Equity Plan in respect of such Incentive Equity Award;

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(ii) On the date or dates (such date(s), the “Taxable Date(s)”) that the Value of any portion of such Incentive Equity Award is includible in taxable income of such Company Employee, the following events will occur: (1) the Public Offering Entity shall sell such a number of shares of Class A Common Stock to the Company (or if such Company Employee is an employee of, or other service provider to a Subsidiary, to such Subsidiary) equal to the number of shares in respect of such Incentive Equity Award that so vested for a purchase price equal to the Value of such shares of Class A Common Stock, (2) the Public Offering Entity shall contribute the purchase price for such shares of Class A Common Stock to the Company as a Capital Contribution, and (3) in the case where such Company Employee is an employee of a Subsidiary, the Company shall be deemed to have contributed such amount to the capital of the Subsidiary; and

(iii) The Company shall issue to the Public Offering Entity on the Taxable Date a number of Class A Common Units equal to the number of shares of Class A Common Stock issued under Section 3.7(d)(i) in consideration for a Capital Contribution that the Public Offering Entity is deemed to make to the Company pursuant to clause (2) of Section 3.7(d)(ii) above.

(e) Future Stock Incentive Plans. Nothing in this Agreement shall be construed or applied to preclude or restrain the Public Offering Entity from adopting, modifying or terminating stock incentive plans for the benefit of employees, directors or other business associates of the Public Offering Entity, the Company or any of their respective Affiliates. The Members acknowledge and agree that, in the event that any such plan is adopted, modified or terminated by the Public Offering Entity, amendments to this Section 3.7 may become necessary or advisable and that any approval or consent to any such amendments requested by the Public Offering Entity shall be deemed granted by the Manager and the Unitholders, as applicable, without the requirement of any further consent or acknowledgement of any other Unitholder.

(f) Anti-dilution Adjustments. For all purposes of this Section 3.7, the number of shares of Class A Common Stock and the corresponding number of Class A Common Units shall be determined after giving effect to all anti-dilution or similar adjustments that are applicable, as of the date of exercise or vesting, to the option, warrant, restricted stock or other equity interest that is being exercised or becomes vested under the applicable Equity Plan and applicable Equity Agreement or grant documentation.

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ARTICLE IV

DISTRIBUTIONS, ALLOCATIONS AND REDEMPTIONS

4.1 Distributions.

(a) Tax Distributions.

(i) So long as the Company is treated as a partnership for U.S. federal income tax purposes, to the extent that funds of the Company are or may be available for distribution by the Company without violation of applicable law or any applicable agreement to which the Company is a party, and subject to the retention and establishment of reserves, or payment to third parties, of such funds as the Manager deems necessary or desirable in its sole discretion with respect to the reasonable needs and obligations of the Company or any of its Subsidiaries, with respect to each Taxable Year, the Company shall make Distributions to each Unitholder in an amount of cash (each, a “Tax Distribution”) in accordance with, and to the extent of, such Member’s Assumed Tax Liability. Tax Distributions pursuant to this Section 4.1(a)(i) shall be estimated by the Company on a quarterly basis and, to the extent feasible, shall be distributed to the Unitholders on a quarterly basis on or prior to April 15th, June 15th, September 15th and January 15th (of the succeeding year) (or such other dates for which individuals or corporations (whichever is earlier) are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”), provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions shall take into account the estimated taxable income or loss of the Company for the Taxable Year through the end of the relevant quarterly period. A final accounting for Tax Distributions shall be made for each Taxable Year after the allocation of the Company’s actual net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Unitholder received for such Fiscal Year based on such final accounting shall promptly be distributed to such Unitholder.

(ii) To the extent a Unitholder otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be paid pursuant to this Section 4.1(a) (other than any distributions made pursuant to Section 4.1(a)(v)) on any given date, the Tax Distributions to such Unitholder shall be increased to ensure that all Tax Distributions made pursuant to this Section 4.1(a) are made pro rata in accordance with the Unitholders’ respective Percentage Interests. If, on the date of a Tax Distribution, there are insufficient funds on hand to distribute to the Unitholders the full amount of the Tax Distributions to which such Unitholders are otherwise entitled, Distributions pursuant to this Section 4.1(a) shall be made to the Unitholders to the extent of available funds in accordance with their Percentage Interests and the Company shall make future Tax Distributions (pro rata in accordance with the Unitholders’ respective Percentage Interests) as soon as funds become available sufficient to pay the remaining portion of the Tax Distributions to which such Unitholders are otherwise entitled.

(iii) In the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Unitholder’s Assumed Tax Liability for any Taxable Year beginning after December 31, 2020 (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended tax return, each Unitholder’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event (for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Unitholders and former Unitholders received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed to such Unitholders and the successors of such former Unitholders, except, for the avoidance of doubt, to the extent Distributions were made to such Unitholders and former Unitholders pursuant to this Section 4.1(a) in the relevant Taxable Years sufficient to cover such shortfall.

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(iv) Notwithstanding the foregoing, Tax Distributions pursuant to this Section 4.1(a) (other than, for the avoidance of doubt, any distributions made pursuant to Section 4.1(a)(v)), if any, shall be made to a Unitholder only to the extent all previous Tax Distributions to such Unitholder pursuant to Section 4.1(a) with respect to the Fiscal Year are less than the Tax Distributions such Unitholder otherwise would have been entitled to receive with respect to such Taxable Year pursuant to this Section 4.1(a).

(v) Notwithstanding the foregoing and anything to the contrary in this Agreement, following the Effective Date, no Member shall have any further right to any Tax Distributions (as defined in the Prior Agreement) pursuant to Section 4.1(a) of the Prior Agreement.

(b) Other Distributions. Subject to Section 4.1(a), the Manager may (but shall not be obligated to) cause the Company to make Distributions at any time or from time to time out of funds or property legally available therefor, and on such terms as the Manager in its sole discretion shall determine (including the payment date of such Distributions) and using the record date as the Manager may designate. Each Distribution shall be made to the holders of Class A Common Units pro rata in accordance with each Unitholder’s Percentage Interest.

(c) Exception. Notwithstanding anything to the contrary in this Section 4.1, neither the Company nor the Manager shall be obligated to make any Distribution if Section 18-607 of the Delaware Act (or, if such Delaware Act is amended, any successor provision) prevents the Company from making such Distribution.

4.2 Allocations. Except as otherwise provided in Section 4.3 (and, to the extent applicable, Section 4.5), each Taxable Year, after adjusting each Unitholder’s Capital Account for all contributions and distributions with respect to such Taxable Year, net Profits or net Losses shall be allocated among the Unitholders in a manner such that, after such allocations have been made, each Unitholder’s Capital Account balance (which may be a positive, negative, or zero balance) will equal (a) the amount that would be distributed to each such Unitholder, determined as if the Company were to (i) dissolve and have its affairs wound up (ii) sell all of its assets for their Book Values, (iii) satisfy all of its liabilities in accordance with their terms with the proceeds from such sale (limited, with respect to nonrecourse liabilities, to the Book Values of the assets securing such liabilities), and (iv) distribute the remaining proceeds pursuant to Section 4.1(b) to the Unitholder’s immediately after making such allocation, minus (b) the sum of (x) such Unitholder’s share of the Company Minimum Gain and partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(2)), computed immediately prior to the hypothetical sale of assets. Special Allocations . The following special allocations shall be applied prior to any allocations under Section 4.2.

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(a) Unitholder Nonrecourse Debt Minimum Gain Chargeback. Losses attributable to partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). If there is a net decrease during a Taxable Year in partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)), then Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Unitholders in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(i)(4). This Section 4.3(a) is intended to be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the requirements of Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted in a manner consistent therewith.

(b) Minimum Gain Chargeback. Except as otherwise provided in Section 4.3(a), if there is a net decrease in the Minimum Gain during any Taxable Year, then each Unitholder shall be allocated Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(f). This Section 4.3(b) is intended to be a Minimum Gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(f), and shall be interpreted in a manner consistent therewith.

(c) Qualified Income Offset. If any Unitholder that unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) has a negative Adjusted Capital Account Balance as of the end of any Taxable Year, computed after the application of Sections 4.3(a) and 4.3(b) but before the application of any other provision of this Article IV, then Profits for such Taxable Year shall be allocated to such Unitholder in proportion to, and to the extent of, such negative Adjusted Capital Account Balance. This Section 4.3(c) is intended to be a qualified income offset provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith.

(d) Nonrecourse Deductions. Nonrecourse deductions (as determined according to Treasury Regulation Section 1.704-2(b)(1)) for any Taxable Year shall be allocated among the Unitholders in proportion to the number of Units held by each Unitholder.

(e) Regulatory Allocations. The allocations set forth in Sections 4.3(a) through 4.3(d) (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the Unitholders intend to allocate Profit and Loss of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Article IV, but subject to the Regulatory Allocations, income, gain, deduction, and loss shall be reallocated among the Unitholders so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Unitholders to be in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Unitholders anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction and loss) among the Unitholders so that the net amount of the Regulatory Allocations and such special allocations to each such Unitholder is zero. In addition, if in any Taxable Year or portion thereof there is a decrease in partnership Minimum Gain, or in partner nonrecourse debt Minimum Gain, and application of the Minimum Gain chargeback requirements set forth in Section 4.3(a) or Section 4.3(b) would cause a distortion in the economic arrangement among the Unitholders, then the Unitholders may, if they do not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such Minimum Gain chargeback requirements. If such request is granted, then this Agreement shall be applied in such instance as if it did not contain such Minimum Gain chargeback requirement.

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(f) Company Loss Allocations. Company Losses shall not be allocated to a Unitholder if such allocation of Losses would cause the Unitholder to have a negative Adjusted Capital Account Balance. Company Losses that cannot be allocated to a Unitholder shall be allocated to the other Unitholders; provided, however, that if no Unitholder may be allocated Company Losses due to the limitations of this Section 4.3(f), then Company Losses shall be allocated to all Unitholders in accordance with their Percentage Interests.

4.3 Tax Allocations.

(a) Allocations Generally. The income, gains, losses, deductions and credits of the Company will be allocated for U.S. federal, state and local income tax purposes among the Unitholders in accordance with the allocation of such income, gains, losses, deductions and credits among the Unitholders for computing their Capital Accounts; provided, that if any such allocation is not permitted by the Code or other applicable law, then the Company’s subsequent income, gains, losses, deductions and credits will be allocated among the Unitholders so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. The Company shall, to the extent necessary, effect the “corrective allocations” described in Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(4), and this Agreement shall be interpreted and applied in a manner consistent therewith.

(b) Code Section 704(c) Allocations. Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Unitholders in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to Company for U.S. federal income tax purposes and its Book Value using any permissible method under Section 704(c), subject to the last sentence in this Section 4.3(b). In addition, if the Book Value of any Company asset is adjusted pursuant to the requirements of Treasury Regulation Sections 1.704-1(b)(2)(iv)(e), (f) or (s), then subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value using any permissible method under Code Section 704(c), subject to the following sentence. The Manager shall determine all allocations pursuant to this Section 4.3(b) using the traditional method under Treasury Regulation Section 1.704-3(b); provided that the Manager may elect to make curative allocations of the resulting tax gain or loss from the sale or disposition of any property in a manner that is intended to offset the effect of the cumulative amount of any “ceiling rule limitations” with respect to allocations of depreciation or amortization deductions in respect of such property in the current and all prior Taxable Years, as outlined in Treasury Regulations Section 1.704-3(c)(3).

(c) Allocation of Tax Credits, Tax Credit Recapture, Etc. Allocations of Tax credits, Tax credit recapture, and any items related thereto shall be allocated to the Unitholders according to their interests in such items as determined by the Manager taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii).

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(d) Allocation of Certain Tax Items. Profits and Losses described in Section 3.1(e)(v) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulation Sections 1.704-1(b)(2)(iv)(j), (k) and (m).

(e) Effect of Allocations. Allocations pursuant to Section 4.3(b) are solely for purposes of federal, state and local Taxes and shall not affect, or in any way be taken into account in computing, any Unitholder’s Capital Account or share of Profits and Losses, Distributions or other Company items pursuant to any provision of this Agreement.

4.4 Indemnification and Reimbursement for Payments on Behalf of a Unitholder. Except as otherwise provided in Section 6.1, if the Company is required by law to make any payment to a Governmental Entity that is specifically attributable to a Unitholder or a Unitholder’s status as such (including federal withholding taxes, state personal property taxes, and state unincorporated business taxes), then such Unitholder shall indemnify and contribute to the Company in full for the entire amount paid (including interest, penalties and related expenses). The Manager may offset Distributions to which a Person is otherwise entitled under this Agreement against such Person’s obligation to indemnify the Company under this Section 4.4. A Unitholder’s obligation to indemnify and make contributions to the Company under this Section 4.4 shall survive the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 4.4, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Unitholder under this Section 4.4, including instituting a lawsuit to collect such indemnification and contribution, with interest calculated at a rate equal to the Base Rate plus three percent (3%) per annum (but not in excess of the highest rate per annum permitted by law), compounded on the last day of each Fiscal Period.

ARTICLE V

MANAGEMENT

5.1 Authority of Manager; Officer Delegation; Sole Authority. Except for situations in which the approval of any Member(s) is specifically required by this Agreement, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Public Offering Entity as the sole managing member of the Company (the Public Offering Entity, in such capacity, the “Manager”), (ii) the Manager shall conduct, direct and exercise full control over all activities of the Company and (iii) no other Member shall have any right, authority or power to vote, consent or approve any matter, whether under the Delaware Act, this Agreement or otherwise. The Manager shall be the “manager” of the Company for the purposes of the Delaware Act. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Manager of all such powers and rights conferred on the Members by the Delaware Act with respect to the management and control of the Company. Any vacancies in the position of Manager shall be filled in accordance with Section 5.4.

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(b) Certain Actions. Without limiting the authority of the Manager to act on behalf of the Company, the day-to-day business and operations of the Company may be overseen and implemented by officers of the Company (each, an “Officer” and collectively, the “Officers”), subject to the limitations imposed by the Manager. An Officer may, but need not, be a Member. Each Officer shall be appointed by the Manager and shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Any one Person may hold more than one office. Subject to the other provisions of this Agreement (including in Section 5.7 below), the salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager. The authority and responsibility of the Officers shall be limited to such duties as the Manager may, from time to time, delegate to them. Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Delaware, the assignment of such title shall constitute the delegation to such Person of the authorities and duties that are normally associated with that office. All Officers shall be, and shall be deemed to be, officers and employees of the Company. An Officer may also perform one or more roles as an officer of the Manager. Any Officer may be removed at any time, with or without cause, by the Manager.

(c) Subject to the other provisions of this Agreement, the Manager shall have the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, conversion, division, reorganization or other combination of the Company with or into another entity, for the avoidance of doubt, without the prior consent of any Member or any other Person being required. The Manager shall have the power and authority to cash out fractional Units on such terms and at such times as it determines.

5.2 Actions of the Manager. The Manager may act through any Officer or through any other Person or Persons to whom authority and duties have been delegated pursuant to Section 5.7.

5.3 Resignation; No Removal. The Manager may resign at any time by giving written notice to the Members. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Members, and the acceptance of the resignation shall not be necessary to make it effective. For the avoidance of doubt, the Members have no right under this Agreement to remove or replace the Manager.

5.4 Vacancies. Vacancies in the position of Manager occurring for any reason shall be filled by the Public Offering Entity (or, if the Public Offering Entity has ceased to exist without any successor or assign, then by the holders of a majority in interest of the voting capital stock of the Public Offering Entity immediately prior to such cessation). For the avoidance of doubt, the Members (other than the Public Offering Entity) have no right under this Agreement to fill any vacancy in the position of Manager.

5.5 Transactions Between the Company and the Manager. The Manager may cause the Company to contract and deal with the Manager, or any Affiliate of the Manager. The Members hereby approve each of the contracts or agreements between or among the Manager, the Company and their respective Affiliates entered into on or prior to the date of this Agreement in accordance with the Prior Agreement or that the Manager of the Company or the Corporate Board has approved in connection with the Recapitalization or the IPO as of the date of this Agreement.

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5.6 Reimbursement for Expenses. The Manager shall not be compensated for its services as Manager of the Company except as expressly provided in this Agreement. The Members acknowledge and agree that, upon consummation of the IPO, the Manager’s Class A Common Stock will be publicly traded and, therefore, the Manager will have access to the public capital markets and that such status and the services performed by the Manager will inure to the benefit of the Company and all Members; therefore, the Manager shall be reimbursed by the Company for any reasonable out-of-pocket expenses incurred on behalf of the Company, including without limitation all fees, expenses and costs associated with the IPO and all fees, expenses and costs of being a public company (including without limitation public reporting obligations, proxy statements, stockholder meetings, stock exchange fees, transfer agent fees, legal fees, accounting fees, SEC and FINRA filing fees and offering expenses, and other related fees) and maintaining its corporate existence. In the event that shares of Class A Common Stock are sold to underwriters in the IPO (or in any subsequent public offering) at a price per share that is lower than the price per share for which such shares of Class A Common Stock are sold to the public in the IPO (or in such subsequent public offering, as applicable) after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (such difference, the “Discount”) (i) the Manager shall be deemed to have contributed to the Company in exchange for newly issued Units the full amount for which such shares of Class A Common Stock were sold to the public and (ii) the Company shall be deemed to have paid the Discount as an expense. To the extent practicable, expenses incurred by the Manager on behalf of or for the benefit of the Company shall be billed directly to and paid by the Company and, if and to the extent any reimbursements to the Manager or any of its Affiliates by the Company pursuant to this Section 5.6 constitute gross income to such Person (as opposed to the repayment of advances made by such Person on behalf of the Company), such amounts shall be treated as “guaranteed payments” within the meaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts. Notwithstanding the foregoing, the Company shall not bear any income tax obligations of the Manager or any payments made pursuant to the Tax Receivable Agreement.

5.7 Delegation of Authority. The Manager (a) may, from time to time, delegate to one or more Persons such authority and duties as the Manager may deem advisable, and (b) may assign titles (including, without limitation, chief executive officer, president, chief financial officer, chief operating officer, general counsel, senior vice president, vice president, secretary, assistant secretary, treasurer or assistant treasurer) and delegate certain authority and duties to such Persons which may be amended, restated or otherwise modified from time to time. Any number of titles may be held by the same individual. The salaries or other compensation, if any, of such agents of the Company shall be fixed from time to time by the Manager, subject to the other provisions in this Agreement.

5.8 Limitation of Liability of Manager.(b)

(a) Except as otherwise provided herein or in an agreement entered into by such Person and the Company, neither the Manager nor any of the Manager’s Affiliates or Manager’s officers, employees or other agents shall be liable to the Company, to any Member that is not the Manager or to any other Person bound by this Agreement for any act or omission performed or omitted by the Manager in its capacity as the sole managing member of the Company pursuant to authority granted to the Manager by this Agreement; provided, however, that, except as otherwise provided herein, such limitation of liability shall not apply to the extent the act or omission was

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attributable to the Manager’s willful misconduct or knowing violation of Law or for any present or future material breaches of any representations, warranties or covenants by the Manager or its Affiliates contained herein. The Manager may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and shall not be responsible for any misconduct or negligence on the part of any such agent (so long as such agent was selected in good faith and with reasonable care). The Manager shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors, and any act of or failure to act by the Manager in good faith reliance on such advice shall in no event subject the Manager to liability to the Company or any Member that is not the Manager.

(b) To the fullest extent permitted by applicable Law, whenever this Agreement or any other agreement contemplated herein provides that the Manager shall act in a manner which is, or provide terms which are, “fair and reasonable” to the Company or any Member that is not the Manager, the Manager shall determine such appropriate action or provide such terms considering, in each case, the relative interests of each party to such agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable United States generally accepted accounting practices or principles, notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of Law or equity or otherwise.

(c) To the fullest extent permitted by applicable Law and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of Law or equity or otherwise, whenever in this Agreement or any other agreement contemplated herein, the Manager is permitted or required to take any action or to make a decision in its “sole discretion” or “discretion,” with “complete discretion” or under a grant of similar authority or latitude, the Manager shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company, other Members or any other Person.

(d) To the fullest extent permitted by applicable Law and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement the Manager is permitted or required to take any action or to make a decision in its “good faith” or under another express standard, the Manager shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein, notwithstanding any provision of this Agreement or duty otherwise, existing at Law or in equity, and, notwithstanding anything contained herein to the contrary, so long as the Manager acts in good faith or in accordance with such other express standard, the resolution, action or terms so made, taken or provided by the Manager shall not constitute a breach of this Agreement or impose liability upon the Manager or any of the Manager’s Affiliates and shall be deemed approved by all Members.

5.9 Investment Company Act. The Manager shall use commercially reasonable efforts to ensure that the Company shall not be subject to registration as an investment company pursuant to the Investment Company Act of 1940, as amended.

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ARTICLE VI

RIGHTS AND OBLIGATIONS OF UNITHOLDERS AND MEMBERS

6.1 Limitation of Liability. Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Unitholder, Member or Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Unitholder or acting as a Member or Manager of the Company. A Unitholder’s liability (in its capacity as such) for debts, liabilities and losses of the Company shall be limited to such Unitholder’s share of the Company’s assets; provided, that a Unitholder shall be required to return to the Company any Distribution made to it in clear and manifest accounting or similar error. The immediately preceding sentence shall constitute a compromise to which all Unitholders have consented within the meaning of the Delaware Act. Notwithstanding anything herein to the contrary, except as required by applicable law, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Unitholders, Members or Managers for liabilities of the Company.

6.2 Lack of Authority. No Unitholder or Member, in its capacity as such, has the authority or power to act for or on behalf of the Company in any manner or way, to bind the Company, or do any act that would be (or could be construed as) binding on the Company, in any manner or way, or to make any expenditures on behalf of the Company, unless such specific authority has been expressly granted to and not revoked from such Member by the Manager, and the Unitholders and Members hereby consent to the exercise by the Manager of the powers conferred on it by law and this Agreement.

6.3 No Right of Partition. No Unitholder or Member shall have the right to seek or obtain partition by court decree or operation of law of any the Company property, or the right to own or use particular or individual assets of the Company.

6.4 Indemnification.

(a) Indemnity in Third-Party Proceedings. Subject to Section 4.4, the Company hereby agrees to indemnify and hold harmless any Person (each, an “Indemnified Person”) to the fullest extent permitted under the Delaware Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against all Expenses and Liabilities reasonably incurred or suffered by such Person (or one or more of such Person’s Affiliates) in connection with or as a consequence of any Proceeding (other than any Proceeding brought by or in the right of the Company to procure a judgment in its favor, which shall be governed by the provisions set forth in Section 6.4(b)), or any claim, issue or matter therein, by reason of the fact that such Person is or was a Unitholder,

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Manager or Member or is or was serving as a Representative of any Group Company or is or was serving at the request of any Group Company as a Representative of another corporation, partnership, joint venture, limited liability company, trust or other enterprise so long as such Indemnified Person acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe that his/her conduct was unlawful. For the avoidance of doubt, a finding, admission or stipulation that an Indemnified Person has acted with gross negligence or recklessness shall not, of itself, create a presumption that such Indemnified Person has failed to meet the standard or conduct required for indemnification in this Section 6.4.

(b) Indemnity in Proceedings by or in the Right of the Company. Subject to Section 4.4, the Company shall indemnify and hold harmless each Indemnified Person, to the fullest extent permitted by the Delaware Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), from and against all Liabilities and Expenses suffered or incurred by such Indemnified Person or on such Indemnified Person’s behalf in connection with or as a consequence of any Proceeding brought by or in the right of the Company to procure a judgment in its favor, or any claim, issue or matter therein, if such Indemnified Person acted in good faith and in a manner he/she reasonably believed to be in, or not opposed, to the best interests of the Company. No indemnification for Liabilities and Expenses shall be made under this Section 6.4(b) in respect of any claim, issue or matter as to which such Indemnified Person shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such Indemnified Person is fairly and reasonably entitled to indemnification. For the avoidance of doubt, a finding, admission or stipulation that an Indemnified Person has acted with gross negligence or recklessness shall not, of itself, create a presumption that such Indemnified Person has failed to meet the standard or conduct required for indemnification in this Section 6.4(b).

(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Without limiting the rights of any Indemnified Person under any other provision hereof, to the extent that (i) such Indemnified Person is a party to (or a participant in) any Proceeding, (ii) the Company is not permitted by applicable law to indemnify such Indemnified Person with respect to any claim brought in such Proceeding if such claim is asserted successfully against such Indemnified Person, and (iii) such Indemnified Person is not wholly successful in such Proceeding, but is successful, on the merits or otherwise (including, without limitation, settlement thereof), as to one or more but less than all claims, issues or matters in such Proceeding, then the Company shall indemnify such Indemnified Person, to the fullest extent permitted by applicable law, against all Liabilities and Expenses actually and reasonably incurred by such Indemnified Person or on such Indemnified Person’s behalf, in connection with or as a consequence of each successfully resolved claim, issue or matter. For purposes of this Section 6.4(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by settlement, entry of a plea of nolo contendere or by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

(d) Indemnification for Expenses of a Witness. To the extent that an Indemnified Person is, by reason of such Indemnified Person’s status as a Representative of the Company or any of its Affiliates, a witness in any Proceeding to which such Indemnified Person is not a party, such Indemnified Person shall be indemnified to the fullest extent permitted by applicable law against all Liabilities and Expenses suffered or incurred by him/her or on his/her behalf in connection therewith

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